TERMS AND CONDITIONS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.

BY CLICKING TO AGREE WITH RESPECT TO THESE TERMS AND CONDITIONS, AND/OR YOUR OTHERWISE ACCESSING AND USING THIS WEBSITE (https://precise.credit/ ) (THE “SITE”) OR ANY OF THE SERVICES PROVIDED VIA THE SITE (COLLECTIVELY, THE “ONLINE SERVICES”), YOU (“YOU” OR “USER” OR IF YOU ARE OR BECOME A SELLER OF ACCOUNTS RECEIVABLE TO US, THE “SELLER”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, WHICH INCORPORATE AND INCLUDE THE PRECISE PRIVACY POLICY (THE “PRIVACY POLICY”), AND YOU CONSENT TO USE OF YOUR INFORMATION AS DESCRIBED IN THE PRIVACY POLICY.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK TO AGREE AND DO NOT USE THE SITE OR ANY OF THE ONLINE SERVICES.

These terms and conditions (“Terms and Conditions”) constitute a legal agreement between you and Precise Finance Inc. (“Precise,” “we” or “us”) for the use of the Site and the Online Services.  You represent and warrant that you are over the age of eighteen (18) and have the capacity and authority to bind yourself and agree to these Terms and Conditions.  If you register to use or use the Site or any of the Online Services on behalf of an entity, you represent and warrant that you have legal authority to bind such entity to these Terms and Conditions, and in such event the terms “you” and “your” also refer to such entity, except that if you do not have actual legal authority to bind such entity, you are and shall be personally bound and liable under these Terms and Conditions and you agree to indemnify us with respect to any claims, losses, expenses (including, without limitation, legal expenses), damages or other liability (collectively, “Claims”) arising or resulting therefrom.  We shall not have any liability for any Claims arising or resulting from reliance on any representation, warranty, agreement, instruction, notice or communication received from you whether on your own behalf or on behalf of any entity.

YOU AGREE THAT ANY AND ALL DISPUTES AND CLAIMS BETWEEN YOU AND PRECISE OR ANY OF ITS AFFILIATES, INCLUDING WITHOUT LIMITATION DISPUTES OR CLAIMS RELATED TO THESE TERMS AND CONDITIONS AND/OR YOUR USE OF THE SITE OR THE ONLINE SERVICES, ANY RECEIVABLES TRANSACTION AND ANY OTHER DISPUTES OR CLAIMS BETWEEN YOU AND PRECISE OR ANY OF ITS AFFILIATES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION CONSUMER ARBITRATION RULES EXCLUSIVELY IN NEW YORK, NEW YORK, AND YOU HEREBY EXPRESSLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS CLAIM YOU MAY HAVE AGAINST PRECISE OR ANY OF ITS AFFILIATES, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.  

If at any time after reviewing or using the Site or any of the Online Services you wish to terminate your use of same, you must cease access to or use of the Site and the Online Services.  You agree that information collected from you or your device before you cease to use the Online Services can still be used in accordance with and subject to the terms of our Privacy Policy.

You acknowledge and agree that we may modify these Terms and Conditions and/or modify or discontinue any of the Online Services at any time with or without notice and we shall not be liable to you or any third party for any such modification or discontinuance.

1. Privacy Policy

Precise respects the privacy of our users.  This Precise Privacy Policy (https://precise.credit/privacy-policy/ ) is posted via a link located at the bottom of the home page of the Site and is incorporated into these Terms and Conditions by this reference.  Our Privacy Policy describes our policies regarding the collection, receipt, access, storage, sharing, processing, disclosure, transfer and use of “Personal Information” (i.e., data that can be used on its own or with other information to identify you as an individual person) that you provide to us when you use this Site, the Online Services, products, tools, features, and/or any other content or website provided, operated or owned by us, as well as the various means by which we collect, receive, access, store, share, process, disclose, transfer and use your Personal Information, and your choices regarding collected Personal Information.  

You must read and agree to the Privacy Policy before and as a condition to using the Site or any Online Services or otherwise interacting with us.  By using the Site or any Online Services and/or clicking to agree to these Terms and Conditions, you agree to our Privacy Policy and consent to the treatment of your Personal Information and other information as described therein.

2. Precise’s Services

1. General Description of Services.  Precise provides funding to qualified merchant businesses (each, a “Seller”) by purchasing accounts receivable (“Receivables”) from the Seller in exchange for payment of a discounted amount, less Precise’s applicable fees and charges.  Precise does not make loans.  There is no interest rate charged on the amount of funding provided by Precise, and there is no absolute repayment schedule with respect to the collection and payment of receivables sold by the applicable Seller to Precise.  A Seller that receives funding from Precise sells, assigns and transfers to Precise a specified percentage of the Seller’s Receivables at a purchase price that is less than the total amount of the Receivables, and Precise then collects and receives payment of the Receivables either (i) directly from the Seller’s credit card processor, or (ii) by debiting the Seller’s credit card processing account, or (iii) by debiting any other existing account(s) of the Seller that Precise deems necessary and acceptable for such purpose.  The payments made by Precise to the applicable Seller that sells its Receivables to Precise are made by electronic funds transfers to the applicable Seller’s designated bank account.  The payments made to Precise with respect to the Receivables purchased by Precise are either made directly by the applicable Seller’s credit card processor pursuant to an agreement between the Seller and the credit card processor, or are by automated clearing house (“ACH”) payment processing from the Seller’s bank account or designated account.  The sale of Receivables to Precise constitutes a “sale of accounts” as such term is used in Article 9 of the Uniform Commercial Code, which sales are absolute and irrevocable, and provide Precise with the full benefits of ownership of the Receivables purchased.  The Seller has no right to repurchase or resell the Receivables.

Precise only provides funding to qualified businesses, which may be legal entities or sole proprietorships, but does not provide funding to non-business individual consumers.

2. How to Sell Receivables to Precise; Revenue Share Agreement.  Businesses seeking to sell their Receivables to Precise may submit such requests and related information to Precise via the Site’s Online Services.  Such Sellers are required to enter into a Revenue Share Agreement (“Revenue Share Agreement”) with Precise which sets forth the terms and conditions of the purchase and sale of the applicable Receivables, including, without limitation, the Receivables purchase amount, purchase price, factor rate, applicable fees and charges, the guaranteed obligations of the owners of the Seller as well as any collateral or security interest being provided as security for collection and payment of the Receivables to Precise, the terms for Precise’s collection of the Receivables and other legal terms.  The form of Revenue Share Agreement is provided by Precise as part of the Receivables sale application process and/or can be requested from Precise by email to [email protected] .

3. Receivables Purchase and Sale Underwriting;  Consent to Credit Check.  After a Seller submits a request to sell Receivables and provides related information to Precise, Precise conducts an underwriting review of the Receivables proposed to be sold by the applicable Seller in order to make a determination of whether or not to approve the proposed purchase of Receivables by Precise and determine the proposed purchase price and other terms for same.  As part of its underwriting process, Precise may request and/or make credit, employment and/or other investigative inquiries with respect to the Seller and its principals as deemed necessary and/or appropriate by Precise.  By submitting a request to sell Receivables to Precise, you, individually and for the applicable Seller, authorize Precise or any agent acting on its behalf to make or have made any credit, employment, or other investigative inquiries as Precise deems appropriate (including, without limitation, obtaining a consumer and commercial report (credit report)) in connection with the applicable Revenue Share Agreement to purchase the Receivables.  Upon your request, Precise will inform you whether a consumer or commercial report (credit report) was obtained and the names and addresses of any consumer-reporting agencies that provided such reports.  If the Seller, as an individual, believes that Precise furnished any inaccurate information relating to the Seller, as an individual, or the Seller’s account to any consumer-reporting agency, the Seller may notify Precise by phone at the number listed in the homepage or by email to  [email protected] .  The Seller must include the Seller’s EIN and the individual’s Social Security Number, the name of the consumer-reporting agency reflecting the inaccurate information, and an explanation of why the Seller believes the information is inaccurate.  

3. Registration

1. Creation of User Account.  In order to use the Online Services you must register and create a User account.  When you register for a User account, you may be required to provide us with some information about yourself, such as your email address or other contact information.  You represent and warrant that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.  When you register, you will be asked to provide a password.  You agree to: (a) create only one account (unless specifically approved by Precise in writing); (b) provide accurate, truthful, current and complete information for your account; (c) maintain and promptly update your account information and payment method information; (d) maintain the security of your account by not sharing your username or password with others and restricting access to your account and otherwise not permitting third parties to access or use your account; (e) promptly notify us if you discover or otherwise suspect any security breaches relating to your account at: [email protected] ; (f) not sell, transfer or assign your username and password; and (g) accept sole responsibility for all Receivable sales and other transactions or activities that occur under your account username and password, whether or not you have authorized the activity, and indemnify Precise with respect to any Claims arising from or related to any use of your account, whether authorized or unauthorized.  If you purchase any products or services via the Online Services, you authorize Precise and/or the applicable third party suppliers and their designated payment processors to store and use your payment information and other related information for payment processing purposes.  Precise reserves the right, exercisable as it determines in its sole and absolute discretion, to suspend, disable or terminate access to your account based on suspected or actual unauthorized use or other violation of these Terms and Conditions or any of the other agreements, terms and conditions applicable to any products or services you purchase or otherwise use via the Online Services.  If you access the Online Services from outside the United States, you consent to the transmission and/or transfer of data relating to your user account and communications and transactions relating to Products purchased via the Online Services across all applicable international boundaries.  You may only create an account and use the Online Services if you are not located in a country subject to U.S. embargoes and are not listed in the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders or other U.S. government list watch list or list of persons or entities with which U.S. companies are prohibited from doing business.  You represent and warrant that you and the Seller entity with which you are involved, and its owners, officers, directors or other principals are not on any such list and are not nationals or residents of any U.S. embargoed country.

2.  Compliance with Third Party Agreements for Payment Processing.  If Precise collects Receivables from the Seller’s credit card processor or uses ACH or another form of third party payment processing service for its collection of Receivable payments, the Seller agrees to comply with the agreements with such payment processing service provider.  If payment from such third party payment processing service provider is made but is not received by Precise or is cancelled, stopped or otherwise reversed or charged back against Precise, you agree to directly pay all amounts due upon Precise written demand for same, via another credit or debit card, bank wire transfer or other immediately available funds.  If for any reason Precise is unable to collect the applicable payment via another payment method, or if Precise receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your credit card or other payment method, you agree that Precise may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate suspension of your account and/or cancellation, without notice to you, of any products or services in accordance with the terms of the Revenue Share Agreement.  Precise also reserves the right to charge you reasonable additional service fees for (i) additional time and/or costs Precise may incur as a result of your noncompliance with these Terms and Conditions or the Revenue Share Agreement (as determined by Precise in its sole and absolute discretion); (ii) third party or other claims relating to your use of the Online Services or purchase or use of any products or services; (iii) recouping any and all costs and fees, including, without limitation, legal expenses, incurred by Precise due to chargebacks or other payment disputes or charged by your bank or credit card or other payment processor. These additional service fees will be billed using the payment methods you have established with Precise.  You agree that if any such charge is dishonored, whether with or without cause and whether intentionally or inadvertently, none of Precise, or the bank, payment processor or credit card company shall be under any liability whatsoever even though it may result in forfeiture of your products or services.  You agree that Precise is authorized to contact you via phone, text or email regarding payments and you agree that Precise may record such conversations.

You are required to designate a bank account or debit/credit card account for use as the deposit account for payments when registering.  You are solely responsible for any bank or third party service provider fees associated with the transfer and receipt of funds into your designated deposit account, which may be deducted from the cash back amount.  

Additionally, in order to receive payment from Precise and authorize Precise to collect payments of Receivables, you must not be a resident of a country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or be listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person” or similar designation under the OFAC sanctions regime.  You further agree to provide additional information we may reasonably request to verify your identity as a condition for receiving payment.

Any payment excludes taxes, fees, other charges.  Payments are made in U.S. Dollars via the payment option designated by you.  You may select or change your payment options in your account settings through the Online Services.  The timing of payments depends on when Precise completes its underwriting and approves the Receivable purchase transaction.  We reserve the right to delay payment for any purchase based on changes to policies at any time.  We also reserve the right to modify the payment schedule at any time.  We are not responsible for payments delivered to the wrong address through no fault of ours or for payment errors made by payment processing service providers.  You agree that no interest shall accrue or be payable on delayed payments.

If you believe that a payment has not been correctly credited to your account, you must contact Precise within thirty (30) days of the transaction.  In addition, we may make account adjustments for any payment that we determine to be fraudulent, abusive, unethical, suspicious or otherwise inconsistent with these Terms and Conditions or any other applicable law or regulation.  Should you disagree with any adjustments made to your account or payments made to you, you agree that your sole remedy is to stop using the Site and the Online Services.  You may be taxed on your receipt of payments depending on the tax laws of federal, state, local or foreign jurisdictions.  You will be solely responsible for any and all tax liability arising out of the payments received.

3. Transaction Costs and Charges.  Precise does not charge interest on the Receivables purchase transactions.  Precise may charge a processing charge, separately from the Receivables purchase price amount, as well as charge the amount that Precise is charged by its third party funds transfer processing service provider(s) for the applicable funds transfers plus a reasonable mark-up of such funds transfer processing charges.  The amount of such charges is determined by Precise based on the transaction costs for disbursement of the applicable amount and is specified to you in the transaction screen(s) prior to your clicking to proceed with the applicable transaction, or by other means.  Such transaction costs and charges are non-refundable.

4. Use Conditions.  The following additional conditions apply to your use of the Site and the Online Services:

• You consent to receive emails and other communication related to Precise, and its affiliates and service providers (Examples: membership updates/announcements).
• You may only have one User Account and all of your transactions must originate from your own User Account.
• The barter, trade, sale, purchase or transfer for compensation of a User account, in whole or in part, is strictly prohibited, unless expressly authorized in writing by Precise.
• Use of your User account is permitted only for your use.
• The use of a User account or the Online Services for advertising purposes, in any form or fashion, is strictly prohibited.
• Any use of the Online Services in violation of these Terms and Conditions or any applicable laws or other legal requirements shall entitle Precise to rescind any Receivables purchase transaction and pursue all legal and equitable remedies available to Precise by law.

5. Changes.  Precise may change any aspect of the Online Services by posting the changes online or by emailing, text messaging or otherwise corresponding with you.  If any such change is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED USE OF THE ONLINE SERVICES AFTER A CHANGE CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES.  IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CEASE USING THE ONLINE SERVICES.

4. Use of Site and Online Services

The Site and the Online Services are operated by a U.S. entity for use within the U.S.  The laws of your jurisdiction may be different than the laws that apply to the Site.  Accessing the Site or using the Online Services from outside the United States is done at your own risk.  You are solely responsible for compliance with such jurisdiction’s laws.

1. Authorization to Access and Use the Site and the Online Services.  Subject to compliance with these Terms and Conditions, Precise grants you a limited authorization to access and make use of the Site and the Online Services.  Such authorization does not include, without limitation: (a) any resale or commercial use of the Site, any Online Services or any Site Materials (defined below); (b) modification, adaptation, translation, reverse engineering, de-compilation, disassembly or conversion into human readable form any of the Site Materials not intended to be so read, including use of or directly viewing the underlying HTML or other code from the Site, except as interpreted and displayed in a web browser; (c) copying, imitating, mirroring, reproducing, distributing, publishing, downloading, displaying, performing, posting or transmitting any Site Materials in any form or by any means, including, but not limited to, photocopying, recording other electronic or mechanical means or otherwise; (d) the collection, copying and/or use of any content; (e) making derivative uses of the Site Materials, and; (f) use of any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Site or Site Materials or otherwise to collect any information from the Site or any other user of the Site.  Except as noted above, you are not granted any right or license by implication, estoppel, or otherwise in or under a patent, trademark, copyright, or proprietary right of Precise or any third party.  You may not use any meta tags or any other “hidden text” utilizing Precise’s name, trademark, or product name without our express prior written consent. “Site Materials” means all materials on the Site or any of the Online Services, including, without limitation, all Precise, merchant or other third-party trademarks, trade dress, designs, product or service descriptions, HTML text, graphics, photographs, codes, software, screen displays, layout, designs forms and the selection and arrangement thereof, or any other work of authorship.

We may terminate your authorization to use or access the Site and/or the Online Services if you make or permit any unauthorized use of them.  Such actions by you may violate applicable law including, without limitation, copyright laws, trademark laws (including trade dress), and communications regulations and statutes.  We reserve the right to take legal action against you and/or any other violators, and if your conduct is criminal, to have your and/or any other violators fully prosecuted.

2. Website Changes, Misprints or Errors.  Precise: (a) cannot guarantee that the services advertised or offered on the Site will be available to you, and makes no representations or warranties with respect to such products or services; (b) does not warrant that the Site Materials are accurate, complete, reliable, current or error-free; and (c) reserves the right to reject, cancel, terminate any product or service offered on the Site where the price or other material information on the Site is inaccurate or when we recognize abuse of our policies.  Precise does not warrant the correctness, completeness, merchantability or fitness for a particular purpose of any such data or content transmitted through the Online Services, and you shall hold Precise harmless from any and all claims arising out of any use or dissemination of any such user data or content.  Precise may remove, modify or otherwise discontinue providing any products or services and/or any content on the Site or the Online Services at any time with or without cause and with or without notice, without any liability.  Information obtained via the Online Services is for your internal business use related to sale of your Receivables only and may not be further reproduced, published, transmitted or disseminated without Precise’s prior written consent.  

3. Passwords & Security.  You are responsible for maintaining the confidentiality of your password and for restricting access to your account and computer, and you agree to accept responsibility for all activities that occur on your account or with your password.  If the confidentiality of your account or password  is compromised in any manner, then you must notify Precise immediately.  Precise does not control the privacy and security of the third party websites.  If the confidentiality of your account or password is compromised on the third party websites in any manner, then you should notify the applicable third party service provider or merchant, as applicable, immediately.  Precise reserves the right to take all action, as it deems necessary or reasonable to maintain the security of the Site and your account, including without limitation, suspending access to or use of your account, terminating your account, changing your password, or requesting additional information to authorize transactions on your account.  While Precise takes steps to protect your account and the Site, it cannot protect your information outside of the Site.  For example, when Precise communicates with you via unencrypted email from time to time at your request and/or consent, the communication is not secure, is not stored securely, and the information contained may be viewed by others.  You acknowledge that by requesting information by email, you agree that we may transmit it to you from time to time and store it in an unencrypted form and manner. Precise may rely on the authority of anyone accessing your account or using your password, and in no event will Precise be liable to you or any third party for any liability or damage resulting from or arising out of: (i) any action or inaction of Precise under this provision; (ii) any compromise of the confidentiality of your accounts or passwords, and; (iii) any unauthorized access to your account or use of your password; (iv) any action or inaction by any of the third party regarding your access to or use of the Site or the Online Services, or the applicable third party websites or any products or services that you purchase thereon.

You may not tamper with the Site or the App or any of the Online Services, commit unauthorized intrusion into any part of Site or the Online Services or use the Online Services to intrude into any other site.  Acts of interference, including but not limited to, password cracking, denial-of-service attacks (sending packets with an illegal packet size, UDP flooding, ping-flooding, half-open TCP connection flooding, etc.) are prohibited.  You acknowledge and agree that the Site and/or the Online Services may be inaccessible or inoperable from time to time due to maintenance, upgrades, hardware or software malfunctions or failures, Internet or other telecommunications issues, system or network congestion, third party attacks or other issues and Precise shall have no liability with respect thereto.

4. Intellectual Property.  All Site Materials are owned by us, our service providers, merchants, and/or others and are protected by United States and international copyright, trademark and other laws. © 2021 Precise Finance Inc.  All rights reserved.

a. Trademarks

Precise, Precise Logo, as well as the Site’s page headers, custom graphics, button icons and trade dress are owned by Precise and may not be copied, imitated or used, in whole or in part, without the prior written permission of Precise.  All other trademarks, registered trademarks, product names and company names or logos mentioned herein or appearing on the Site are the property of their respective owners.

b. Restrictions on Use

None of the Site content or materials or any intellectual property described in these Terms and Conditions may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of Precise or the respective intellectual property owner, except that you may electronically copy and print to hard copy portions of the Site for the sole purpose of using materials it contains for informational use and to complete and return agreements or other documents to Precise as part of a Receivables transaction only, without further reproduction, distribution or display.  Any other use of the materials in the Site, including any commercial use, reproduction for purposes other than described above, modification, distribution, republication, display without the prior written permission of Precise is strictly prohibited.

c. Copyright Infringement Claims

Pursuant to our rights under the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, we have designated a copyright agent to receive copyright infringement notices for claims of infringement related to materials found on this Online Services.

THE FOLLOWING PROCEDURES APPLY ONLY FOR NOTIFICATIONS TO US THAT COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED BY ANY CONTENT CONTAINED IN THIS SITE.  ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

WHAT YOU MUST DO:

Written notification must be submitted to the following Designated Agent:

Service Provider:        Precise Finance Inc. ( https://precise.credit/ )

Full Address of Designated Agent to Which Notification Should be Sent:

        Precise Finance Inc.

        651 N Broad St, Middletown, Delaware, United States, 19709

Email Address of Designated Agent: [email protected] 

WHAT YOUR NOTIFICATION MUST INCLUDE:

To be effective, the notification must include the following:

1.        Your name, physical address, telephone number, facsimile number and/or e-mail address, and name of contact person if different from your name;

2.        Identification of the copyrighted work(s) claimed to have been infringed;

3.        Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

4.        A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or under applicable law;

5.        A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

6.        A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

WHAT WE WILL DO UPON RECEIPT OF PROPER WRITTEN NOTIFICATION:

Upon receipt of the written notification containing the information as outlined above:

1.        Precise shall remove or disable access to the material that is alleged to be infringing;

2.        Precise shall forward the written notification to such alleged infringer; and

3.        Precise shall take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.

HOW THE ALLEGED INFRINGER CAN RESPOND TO US:

The alleged infringer can respond by submitting a written counter notification to Precise’s Designated Agent.

WHAT THE COUNTER NOTIFICATION MUST INCLUDE:

To be effective, a counter notification from the alleged infringer must include the following:

1.        The alleged infringer’s name, address, telephone number and e-mail address;

2.        A statement the alleged infringer consents to the jurisdiction of federal district court for the judicial district in which Precise is located and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person;

3.        Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

4.        A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as result of mistake or misidentification of the material to be removed or disabled; and

5.        A physical or electronic signature of the alleged infringer.

WHAT WE WILL DO UPON RECEIPT OF PROPER COUNTER NOTIFICATION:

Upon receipt of a counter notification containing the information as outlined above:

1.        Precise shall promptly provide the complaining party with a copy of the counter notification;

2.        Precise shall inform the complaining party that it will replace the removed material or cease disabling access to it within ten (10) business days; and

3.        Precise shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the counter notification, provided that Precise’s Designated Agent has not received notice from the complaining party that an action has been filed seeking a court order to restrain the alleged infringer form engaging in infringing activity relating to the material on Precise’s network or system.

4. Software

The Site software and any other software, including any files, images incorporated in or generated by any such software, and data accompanying any such software (collectively “Software”), that are used in, comprise or may be made available on the Site are made available only for use by you on a non-exclusive, limited, and revocable basis solely for your single use as one end user.  All other rights are reserved by Precise.  Precise shall retain full and complete title and all intellectual property rights to Software.  You shall not copy, distribute, sell, modify, decompile, reverse engineer, disassemble or create derivative works from any Software.

5.        Third Party Links, Websites and Services.  The Site and the Online Services may provide links and access to third-party websites or services that contain information that is provided as a service to those interested in the information.  Precise makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of, or any representations made on, any web sites or online services accessible by hyperlink from the Site or from Precise’s communications to you via email or other electronic messaging.  Precise also makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, reliability, or representation of any web sites accessible by hyperlink from the third party websites or any products or services provided thereat.  All of such third party websites are controlled entirely by independent third-parties have their own terms and conditions and privacy policies which you are required to agree to as a condition to accessing and/or using the products and/or services provided by such third parties.  The applicable merchants vary from time to time and their terms and conditions and privacy policies must be reviewed when accessing such websites when making purchases of goods and services from such merchants.  Your accessing and/or use of such third party sites and any products or services provided by such third parties is subject to such additional terms, conditions and privacy policies, each of which is incorporated herein by reference with respect thereto, and you acknowledge, agree and consent to same by accessing and using such third party sites and/or acquiring or receiving such products or services.

In order to use the payment functionality of Precise’s application, you must open a “Dwolla Account” provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla’s financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize Precise to collect and share with Dwolla your personal information including full name, date of birth, EIN, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through Precise’s application, and Dwolla account notifications will be sent by Precise, not Dwolla. Precise will provide customer support for your Dwolla Account activity, and can be reached at [email protected].

Precise neither regularly monitors nor assumes responsibility for the content of third parties’ statements or websites.  Precise makes no representations or warranties whatsoever regarding their representations, accuracy, or completeness of the information on these third party websites or with respect to any products, services provided by them or transactions between you and them.  You are solely responsible for paying all purchase prices, fees, taxes and other charges related to any products or services that you purchase or use on any such third party websites, and any disputes or claims related to any such purchases or transactions shall be addressed, resolved, asserted and/or litigated between you and such third parties and not with us.  You agree to not make any claims against Precise related to any of the above-referenced third parties or any of their products or services, any transactions or interactions with them, or the use of your information by them.  

6.        Submissions.  You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you by email or submissions to Precise, or postings on the Site or third party websites (“Submissions”) are non-confidential (unless subject to our Privacy Policy) and that you remain solely responsible and liable for your Submissions.  You further hereby grant (or warrant that the owner of the Submissions has granted) to us and our assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, worldwide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidentiality or other duties on our part or on the part of our assigns, and you hereby waive all moral rights, or agree, represent and warrant that all moral rights in the Submissions (including without limitation the rights of attribution and integrity) are irrevocably waived, in favor of us and our assigns.

By using the Site, you agree not to do any of the following:

a)  Upload to, distribute or otherwise publish through the Site any message, information, text or other material (“Content”) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable.

b)  Upload or transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.

c)  Upload or transmit any Content that may infringe upon any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party. By posting any Content, you represent and warrant that you have the lawful right to distribute and reproduce such Content.

d)  Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, or otherwise send any false or misleading information.

e)  Upload to, distribute or otherwise publish through the Site any Content such as charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes, advertising or solicitations for funds, political campaigning, mass mailings, any form of unsolicited commercial email or “spam,” (regardless of whether the email itself complies with the requirements of federal or state law for sending commercial email) or offering or disseminating fraudulent products, services, schemes or promotions.

f)  Disseminate any harmful content of any kind, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancel bots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information.

g)  Harvest or otherwise collect information about others, including contact information.

h)  Violate any applicable laws, regulations or other legal requirements.

        We shall have no obligation to monitor the usage of the Site but reserve the right to review any communications or Submissions directed to the Site and to remove any of same at our sole discretion.  We also reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation or other legal requirement, legal process or governmental or law enforcement request, or to edit, or refuse to post or remove any information or materials, in whole or in part, in our sole discretion.  

7.        Cookies.  When you use and access the Site and/or use the Online Services, we may place cookie files in your web browser.  Some of these cookies are essential and enable you to move around the Site and use its features, such as accessing logged in or secure areas.  Others help improve how the Site works or allow us to tailor the Site and the Online Services to provide enhanced features and content for you by remembering how you’ve customized the Online Services.  Cookies can also remember that your device has visited a site or service and track your device’s browsing activity.  This information may be shared with organizations outside Precise, such as advertisers and/or advertising networks to deliver the advertising, and to help measure the effectiveness of an advertising campaign, or other business partners for providing aggregate service usage statistics and aggregate testing.

If you’d like to delete cookies or instruct your web browser to delete or refuse cookies, please visit the help pages of your web browser.

Please note, however, that if you delete cookies or refuse to accept them, you might not be able to use all the features we offer, you may not be able to store your preferences, and some of our pages might not display properly.

You can learn more about cookies in our Privacy Policy and the following third-party websites:

• All About Cookies: http://www.allaboutcookies.org/ 
• Network Advertising Initiative: http://www.networkadvertising.org/ 

8.        Policies and Enforcement.  All access and use of the Site and the Online Services is governed by and subject to these Terms and Conditions and any additional policies that Precise may implement by notifying you or posting them on the Site.  Precise may:

i.  Monitor any activity & content associated with any areas on the Site.

ii.  Access at any time and use internally for any lawful purpose and in accordance with our Privacy Policy information stored on our systems, including the content of any emails or other communications.

iii.  Disclose such information to any third party including law enforcement agencies to protect our rights or property in response to legal process, or in a product faith belief that such disclosure is justified or required in an emergency.

iv.  Investigate any reported violation of our policies or complaints.

v.  Take any action we deem appropriate, including but not limited to action to issue a warning, suspend or terminate your access and use of the Site, the third party websites, and/or the Online Services at any time, and block, remove or edit any communication and materials that Precise believes in its sole discretion may violate applicable law, the Terms and Conditions or a third party’s rights.

Precise takes no responsibility and assumes no liability for any Content posted or uploaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter.

9.        Children.  The Site and the Online Services are designed for and intended for use by adults with legal capacity to enter into valid and enforceable agreements.  If you are under 18 or the applicable legal adult age in your jurisdiction, you may use the Site and the Online Services only with involvement of a parent or guardian.  If you are a parent or legal guardian, you should not permit the use of the Site or the Online Services by children, minors and others under your care and you agree to be solely responsible for any use of the Site and the Online Services by them.

5. Disclaimer

THE SITE, THE ONLINE SERVICES AND ANY MATERIALS, PRODUCTS OR SERVICES, INCLUDING ANY PROVIDED VIA ANY THIRD PARTY ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED BY PRECISE.  PRECISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT THERETO AND WITH RESPECT TO ANY SERVICES OR PRODUCT PROVIDED OR PURCHASED ON THE SITE OR THE ONLINE SERVICES OR ANY SUCH THIRD PARTY.  PRECISE DOES NOT REPRESENT OR WARRANT THAT MATERIALS ON THE SITE OR ON ANY THIRD PARTY WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.  PRECISE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY RELATED THERETO.  PRECISE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE ONLINE SERVICES OR THE SERVERS FROM WHICH THEY ARE HOSTED AND PROVIDED, OR ANY THIRD PARTY WEBSITE OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, EVEN IF PRECISE OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE THAT USE OF THE SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE OR ANY THIRD PARTY WEBSITE IS AT YOUR SOLE RISK.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR OTHER IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Precise.

F.  Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRECISE OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER SIMILAR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO PRECISE’S OPERATION OF THE SITE OR YOUR USE OF THE SITE OR THE ONLINE SERVICES OR ANY THIRD PARTY WEBSITE OR ANY PRODUCTS OR SERVICES PROVIDED BY THEM.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL CUMULATIVE AGGREGATE LIABILITY OF PRECISE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO PRECISE’S OPERATION OF THE SITE OR ANY OF THE ONLINE SERVICES OR ANY THIRD PARTY WEBSITE OR ANY PRODUCTS OR SERVICES PROVIDED BY THEM EXCEED $100.

THESE LIMITATIONS DO NOT LIMIT OR EXCLUDE LIABILITY FOR PRECISE’S GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR FRAUD IN CONNECTION WITH OPERATING THE SITE.

G.  Applicable Law, Arbitration; Class Action Waiver; Limitation of Actions

1.  Applicable Law.  The laws of the State of New York will govern these Terms and Conditions, the construction or characterization of these Terms and Conditions, any rights of the parties hereunder, and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to these Terms and Conditions, the use of the Site or any of the Online Services or any Receivables transaction.

2. Initial Dispute Resolution.  The term “Dispute” means any dispute, claim or controversy between you and us or our officers, directors, employees or agents, that arises out of these Terms and Conditions, or the use of the Site, any Online Services, any Receivables transaction, the Revenue Share Agreement, any claims against us related to any third party website, or any product, service or transaction or any other claims between you and Precise, regardless of legal theory, and includes claims that accrued before the date you agreed to these Terms and Conditions as well as claims relating to the interpretation, validity, enforcement or scope of the Agreement to arbitrate disputes contained in this section.  The term “Dispute” is to be interpreted in the broadest sense allowed by law.  The only Disputes excluded from this broad provision are claims that are expressly excluded in the second paragraph of Subsection 3 below.

Regardless of how, when or where you access the Site, by agreeing to these Terms and Conditions, you agree to resolve any and all Disputes with Precise as follows:

Most disputes can be resolved without resort to arbitration or litigation. You can reach Precise by email at [email protected] or by regular mail at 651 N Broad St, Middletown, Delaware, United States, 19709.  Except for intellectual property and small claims court claims, the parties agree to use their best efforts to resolve all disputes in good faith negotiations between them, which both agree is a precondition to either initiating an arbitration or lawsuit, provided, however, that this shall not require any delay in proceeding with an arbitration or a lawsuit if a party wants to proceed without delay at any time after trying to resolve the Dispute through initial Dispute resolution efforts.

3. Arbitration.  You and Precise agree that these Terms and Conditions affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.  In the event that the initial Dispute resolution efforts described above do not resolve a Dispute, then the Dispute shall be resolved by arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).  Except as otherwise provided below, you and Precise agree to arbitrate all disputes or claims regardless of whether they are based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory and regardless of whether they arose or accrued before the parties entered into a Revenue Share Agreement.  For the avoidance of doubt, the you and Precise expressly agree that these Terms and Conditions and the Revenue Share Agreement encompass all disputes or claims pertaining to the validity, enforceability or scope of the agreement to arbitrate and any such disputes or claims will be referred to binding arbitration and will be resolved by the arbitrator(s) and not a court.  The arbitration shall be conducted by a three arbitrator panel, each of whom has expertise in the payments and technology industries, with one appointed by each party and the third by the two other arbitrators, although the parties may choose in their sole discretion to agree to a single arbitrator.  In such case, the single arbitrator shall have expertise in the payments and technology industries and shall be chosen in accordance with AAA rules regarding selection of arbitrators, or by the consent of both parties.  The place of arbitration shall be in the City of New York, New York unless the parties agree to another location within 15 calendar days from the first referral of the dispute to the American Arbitration Network.  The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law.  The award by the arbitrator(s) shall be final and binding and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Notwithstanding the foregoing, you and Precise each retain the right to bring legal action in court to:  (i) to compel arbitration, (ii) to obtain interim measures of protection until the arbitrators can be empaneled and have determined whether and in what form such measures should be continued, and (iii) to enforce any decision of the arbitrator, including the final award.  The parties may seek relief in any court that otherwise may possess jurisdiction over the parties for such purposes.  Precise may also bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property or Precise’s Confidential Information, including claims for injunctive or other equitable relief in the state or federal courts located in New York, New York, and you consent to such venue and personal jurisdiction therein for any such proceedings and waive any claim, argument or defense that such courts constitute an improper or inconvenient venue for such proceedings.  “Intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.  

PRECISE AND YOU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.  UNLESS PRECISE AND YOU AGREE OTHERWISE, THE ARBITRATOR(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.  THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).  ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

If an arbitrator, panel, or court decides that any part of the agreement to arbitrate is invalid or unenforceable, the other parts of the agreement to arbitrate shall still apply.  If an arbitrator, panel, or court decides that any provision in paragraph above is invalid or unenforceable, then the entirety of the agreement to arbitrate shall be null and void.  The remainder of these Terms and Conditions, the Revenue Share Agreement and their respective dispute resolution and remedies terms will continue to apply.

PRECISE AND YOU EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE REVENUE SHARE AGREEMENT OR ANY OTHER DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGE THAT THEY HAVE BEEN INDUCED TO ENTER INTO THESE TERMS OF USE, ANY REVENUE SHARE AGREEMENT AND THE OTHER DOCUMENTS RELATED THERETO BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

4. Survival.  This arbitration and class action waiver section will not be affected by any termination of your use of the Site or any Online Services and will survive termination of the relationship between you and Precise.

H.  Termination of Site and Online Services Access

Precise may terminate your access to and use of the Site and/or the Online Services at its discretion without notice and for any reason.  Termination may be caused by conduct that we determine, at our discretion, violates these Terms and Conditions or any applicable law, involves fraud or misuse of the Site and/or Online Services, is harmful to our interests or another user or if Precise no longer offers the Online Services.  Other reasons for termination may include, but are not limited to: if any agreement between Precise and your company or employer to provide the Online Services is terminated; if Precise winds down its operations or determines that it will no longer offer the Online Services; and/or if any agreement between Precise and any third party service provider related to the Online Services is terminated.  Precise may thereafter block or prevent future access to and use of the Site and/or any of the Online Services.

I.  Notices; Consent to Email Communication and Calls/Texts

Each party may give notice to the other party by written communication sent by certified first class mail, return receipt requested, or via hand delivery or overnight courier, if to you, at the address you provided in your registration information, and if to us to 651 N Broad St, Middletown, Delaware, United States, 19709, attn.:  Precise Finance Inc. , or such other address as the applicable party may specify by providing written notice in accordance herewith.  Such notice shall be deemed to have been given upon the expiration of three (3) business days after mailing (if sent by first class mail), and upon delivery if sent by hand delivery or overnight courier.  We may also provide notice to you by means of a general notice posted on the Site or via the App or Online Services user screens or by email to your email address on file with your user registration information, and such notice shall be effective as of when posted or emailed.  You may also provide notices to us by email to [email protected] .

When you visit the Site, or send email to us, you are communicating with us electronically.  You consent to receive communications from us electronically and agree that we may communicate with you by email or by posting a notice on the Site.  

You may correct or update your contact information by contacting us at [email protected] or by regular mail to 651 N Broad St, Middletown, Delaware, United States, 19709.  Additionally, once you have created an account with us online, you may update your name, email address, phone number (if part of your account) and password by clicking signing in using your email address and password.  

You agree that we may treat specific actions by you, such as checking boxes to receive email updates, sending us an email directly or through the Site, or leaving a telephone message with an email address for Customer Service to respond to a query about your account, as a request that we communicate with you by unencrypted email.  You acknowledge and agree that unencrypted email sent over the Internet is not secure and may be read by others, and you agree that when you request that we send you email you are authorizing us to transmit and disclose your information (including your personal or financial information) from time to time in an unencrypted manner.  You further acknowledge that emails sent with this information are not stored in a secure manner.  

By providing us with an email address, telephone number and/or other contact information when registering as a user, you agree to receive communications, including via-email and calls (including text messages and calls made using an autodialer or prerecorded voice message), from us or on our behalf (or our affiliates and our or their respective employees, contractors, agents, business partners or other third parties permitted to receive your information under Precise’s Privacy Policy) at the email address or telephone number you provided, even if that number is on a national or state Do Not Call List.  These calls may be for information and marketing purposes, such as to provide you with information about products and services and to provide reminders of deadlines.  You are not required to provide your consent to these calls as a condition of any purchase on or through the Online Services, and you may revoke any consent for marketing messages, phone calls or text messages as described below.  Standard text messaging and telephone minute charges applied by your cell phone carrier will apply.

You agree that we may call and send SMS text messages to you regarding the Online Services and monitor and record any telephone calls made or received by us for our business purposes including quality assurance and to document your agreement to terms or actions.  You also agree that we may send text messages to you regarding payment information, account information, due dates, delinquent accounts, program updates, promotions, coupons and other marketing messages. In order to access, view, and retain SMS text messages that we make available to you, you must have: (1) a SMS−capable mobile phone, (2) an active mobile phone account with a communication service provider; and (3) sufficient storage capacity on your mobile phone.  All SMS text messages from us to you will be considered “in writing.”  There is no service fee charged by Precise for SMS text messages but you are responsible for any and all charges, including but not limited to fees associated with text messaging, imposed by your communications service provider.  Other charges may apply, such charges may include those from your communications service provider.  Please consult your mobile service carrier’s pricing plan to determine the charges for sending and receiving text messages.  These charges will appear on your phone bill.  Message frequency depends on account settings.  Additionally, you agree to indemnify, defend and hold us harmless from and against any and all claims, losses, liability, cost and expenses (including reasonable attorneys’ fees) arising from your provision of a mobile phone number that is not your own or your violation of applicable federal, state, or local law, regulation or ordinance.  SMS text messages are provided for your convenience only.  Receipt of each SMS text message may be delayed or impacted by factor(s) pertaining to your communications service provider(s).  We will not be liable for losses or damages arising from any disclosure of account information to third parties, non−delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in, the SMS text messages sent by us.  We may modify or terminate our SMS text messaging services from time to time, for any reason, and without notice, including the right to terminate text messaging with or without notice.  You agree and consent to be contacted by us and our respective agents, employees, attorneys, affiliates, assignees, subsequent creditors, and third party collectors through the use of email, telephone and/or text or SMS messages to your cellular, home or work phone numbers as well as any other phone numbers you have provided in conjunction with amounts you receive, including the use of automatic dialing systems, autodialers or artificial or pre-recordings.

Opt-Out.  IF YOU WISH TO OPT OUT OF MARKETING EMAILS, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF.  IF YOU WISH TO OPT OUT OF TEXTS, YOU MAY REPLY STOP FROM THE MOBILE DEVICE RECEIVING THE MESSAGES.  IF YOU WISH TO OPT OUT OF MARKETING CALLS OR CALLS TO A WIRELESS NUMBER, THEN YOU MAY MAKE A DO NOT CALL REQUEST EITHER DURING A CALL YOU RECEIVE FROM US OR BY CALLING BACK THE PHONE NUMBER PROVIDED DURING THE CALL. TO OPT OUT OF SUCH TEXTS OR PHONE CALLS, YOU MAY ALSO EMAIL US AT [email protected] WITH A REQUEST TO STOP RECEIVING SUCH TEXTS OR CALLS AT A SPECIFIED PHONE NUMBER.  You understand and agree that you may: (i) continue to receive communications while we process your opt-out request, (ii) receive a communication confirming the receipt of your opt-out request, and (iii) after opting out of receiving marketing messages, continue to receive certain non-marketing communications by email or to a non-wireless number, such as confirmations or updates related to your account, or transactions through the Online Services.  To unsubscribe from email newsletters and promotional messages, you may also contact us by postal mail as follows:  651 N Broad St, Middletown, Delaware, United States, 19709 or by email to [email protected].  Your withdrawal of consent will be effective only after we have a reasonable period of time to process your withdrawal. Please allow up to 5 days for our records to be updated.  

J.  Legal Equivalency of Electronic Documents and Communications

This electronic document and any other electronic documents, electronic communications, clicks to agree to same that are incorporated herein will be: (i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents, and; (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business.  nbsp;Electronic documents introduced as evidence in any judicial, arbitration, mediation or administer of proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

You further acknowledge and agree that your action when clicking to submit or to consent to or agree to any terms, conditions or transactions constitutes your contractually binding agreement to the terms, conditions and/or transactions for which you clicked to submit, consent or agree to equivalent to your having manually executed and delivered a written agreement for same.

K.  Severability

Any Online Services offered by Precise are void where prohibited by law.

If any provision of the Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.  The provision held to be unlawful, void or unenforceable shall be modified if possible to the extent necessary to become enforceable and the modified provision shall be deemed to form part of these Terms and Conditions from inception without further action being required.

L.  Force Majeure

We will not be liable for any failure or delay in our performance under these Terms and Conditions or the provision of any Online Services or any other obligation due to any cause beyond our reasonable control, including act of war, acts of God, earthquake, storms or other weather or natural events, embargo, riot, sabotage, terrorism, epidemic, pandemic, labor shortage or dispute or other industrial disturbances, systemic electrical, telecommunications network issues, or other utility failures, governmental act or failure of the Internet, provided that we: (i) give you prompt notice of such cause, and (ii) use our reasonable commercial efforts to correct promptly such failure or delay in performance.

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M.  Waivers

No waiver, express or implied, by either party of any breach of or default under these Terms and Conditions will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.  No waiver shall be valid unless given in writing signed by us or posted by us on the Site in an update to these Terms and Conditions. Our failure to insist upon or enforce your strict compliance with these Terms and Conditions will not constitute a waiver of any of our rights.

N.  Indemnification 

You agree to indemnify, defend, and hold harmless Precise, its affiliates and their respective employees, agents, successors, officers, managers, representatives, successors and assigns (collectively, the “Precise Indemnified Parties”) from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney’s fees and other legal expenses) that they may sustain or incur arising from your use of the Site, any of the Online Services, your use of any third party website, your purchase or use of any products or services provided via any such websites, or your failure to comply with any applicable laws and regulations, your breach of any of your representations, warranties or obligations set forth in this Agreement, any third party claims with respect to the Receivables sold to Precise by you, or any other act or omission by you.  Notwithstanding the foregoing, you shall not settle any such claim, suit or proceeding without the written consent of the applicable Precise Indemnified Parties.  As used herein, “affiliate” means any person or entity directly or indirectly controlling or having the power to control, or controlled by or being under common control with another person or entity.  For this purpose, “control” means the direct or indirect possession of power to direct or cause the direction of the management or policies of such party, whether through ownership or stock or other securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interest of an entity shall be conclusive evidence that control exists.  

O.  Changes to Terms and Conditions and Policies

Precise may modify these Terms and Conditions at its sole discretion from time to time, and only Precise has the right to do so.  If the Terms and Conditions are changed, we will post the new Terms and Conditions on the Site and note the date they were last updated.  Any changes or modifications will be effective upon posting of the Terms and Conditions as revised, and your use of the Websites following the posting will constitute your acceptance of the new Terms and Conditions.  If any such change is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions.

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P.  Survival

The terms of Sections A, C.2.a (taxes, rights to collect unpaid amounts), D.4, D.5, D.6, E, F, G, and I-R shall survive termination or your use of the Site and the Online Services.

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Q.        Confidentiality

You understand and agree that the terms and conditions of the products and services offered by Precise, including the terms of any Receivables transaction, the terms of the Revenue Share Agreement and any other Precise documentation (collectively, “Confidential Information”) are proprietary and confidential information of Precise.  Accordingly unless disclosure is required by law or court order, you shall not disclose Confidential Information of Precise to any person other than an attorney, accountant, financial advisor or employee of the Seller who needs to know such information for the purpose of advising the Seller (“Advisor”), provided such Advisor uses Confidential Information solely for the purpose of advising the Seller and first agrees in writing to be bound by the terms of this section.  A breach hereof entitles Precise not only to damages and legal fees but also to both a temporary restraining order and a preliminary injunction without bond or security.

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R.        Publicity

Each Seller and each guarantor providing a Guaranty with respect to a Receivables purchase transaction hereby authorizes Precise to use its, his or her name in listings of clients and in advertising and marketing materials.

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S.        D/B/As

Each Seller hereby acknowledges and agrees that Precise may use “doing business as” or “d/b/a” names in connection with various matters relating to the transactions between Precise and the Seller, including the filing of UCC-1 financing statements and other notices or filings.

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T.        Contact Us

If you are experiencing technical difficulties using the Site or the Online Services, please contact

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