The TERMS OF SERVICE (“Agreement”) forms a legal contract between you (the “Client”) and Recovery Standard Company (the “Company”), with its principal office at 10769 Broadway, Suite 178, Crown Point, Indiana 46307.
WHEREAS, Company is willing to provide certain services to Client, all upon the terms and conditions set forth herein and Client desires to retain Company to provide certain services;
NOW, THEREFORE, in consideration of the promises and mutual agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Client agree as follows:
1. Engagement and Payment
Client hereby engages Company and Company agrees to be so engaged on the terms and conditions set forth in this Agreement to provide the services described on Attachment A (collectively, the “Services”) for the amount(s) described on Attachment A. Company will undertake and provide the Services in accordance with the terms of this Agreement. On execution of this Agreement, Client will remit payment to Company of the amounts described on Attachment A or invoiced to Client by Company for the Services. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services and will be payable by Client to Company in addition to all other charges payable hereunder.
2. Independent Contractor Status
Company will be an independent contractor under this Agreement and, as such, will have no authority to bind or commit Client. Nothing herein will be deemed or construed to create a joint venture, partnership, agency, or employer/employee relationship for any purpose. As an independent contractor, Company will not be liable to Client for any acts, omissions or breaches committed by Client with respect to this Agreement or compliance by Client with state or federal law. Client will not be liable to Company for any acts, omissions or breaches committed by Company with respect to this Agreement or state or federal law.
During the term of this Agreement, each party may communicate to the other party nonpublic information regarding the party, its business, its operations and its customers (“Confidential Information”), to enable either party to fulfill its obligations hereunder. Each party and its affiliates may not release or disclose Confidential Information to any person or entity without the express written consent of the other party. Notwithstanding the foregoing, Confidential Information will not include: (i) information that is in the public domain at the time of its disclosure; (ii) information that entered the public domain, but for a violation of this Agreement by a party, subsequent to the time of its disclosure to a party; (iii) information that was in a party’s or its affiliates’ possession, free of any obligation of confidentiality at the time of its disclosure to a party; (iv) information that was communicated to a party or its affiliates by a third party free of any obligation of confidentiality, and such third party made such disclosure without breaching any of its contractual or other legal obligations; (v) information that was independently developed by a party or its affiliates without use or reliance on Confidential Information; or (vi) information that is approved for disclosure by written authorization by a party.
Client will not acquire any right, title or interest in and to the Program material, any Intellectual Property Rights belonging to Company or its affiliates, or to Company’s or its affiliates’ licensors. “Intellectual Property Rights” means all rights in and to patents, trade secrets, copyrights, trademarks, service marks, know-how, as well as moral rights and similar rights of any type under the laws of any government worldwide. Client agrees that the Program materials are protected by the copyright law and other intellectual and industrial property rights of the United States and its various States. Client agrees to treat the Program materials as it would any other copyrighted material, such as a book. Client may not copy the Program materials, except as expressly agreed to by Company in writing. Client agrees not to adapt, modify, alter, translate, convert, or otherwise change the Program material, or to create Derivative Works from the Program material or any portion thereof. Client agrees that the Program material, its structure, organization, and related files are valuable property of Company and that any intentional or negligent use of the Program material not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights.
Client agrees to release, indemnify and hold harmless Company and its affiliates and their respective officers, directors, employees, representatives and agents, from and against any and all loss, claim, deficiency, damage, liability, cost and expense, including reasonable attorneys’ fees, resulting from, arising out of, based upon or relating to (i) Client’s repossession management services business, except to the extent that such losses result from Company’s willful misconduct, (ii) the Services except to the extent that such losses result from Company’s willful misconduct, or (iii) a breach of any representation, warranty or covenant made by Client in this Agreement. Company agrees to indemnify Client from and against any and all loss, claim, deficiency, damage, liability, cost and expense, resulting from or arising out of Company’s willful misconduct during Company’s provision of the Services.
6. Term and Termination
This Agreement will be effective on the date first written above and will continue in full force and effect for a period of 1 year unless sooner terminated in accordance with the provisions set forth herein. The term of this Agreement will automatically renew for successive 1 year periods unless terminated by the parties’ mutual written agreement. In the event either party commits a material breach of its obligations hereunder, and if such breach will continue unremedied for a period of more than 5 days following the delivery of written notice thereof by the other party to the breaching party, then the party who has provided such notice will be entitled to terminate this Agreement and pursue such remedies as may be available for the breach at law or in equity. The parties may terminate this Agreement at any time by mutual written agreement.
Failure of either party to enforce any of the provisions of this Agreement, to enforce any rights with respect thereto, or to exercise any election provided for herein, will in no way be considered a waiver of such provisions, rights, or elections, or in any way affect the validity of this Agreement. Failure of either party to enforce or exercise any of said provisions, rights, or elections will not prejudice such party from later enforcing or exercising the same or any other provisions, rights, or elections which it may have under this Agreement.
Any payment, notice, consent, or other communications given pursuant to this Agreement will be in writing and will be effective either when delivered personally to the party for whom intended, or 5 days following deposit of the same into the United States mail (certified or registered mail, return receipt requested, or first class mail postage prepaid), addressed to such party as set forth above or at such other address and to the attention of such person as either party may designate by written notice given to the other party.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the same will not affect the other terms or provisions hereof or the whole of this Agreement. Such terms or provisions will be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
10. Governing Law
This Agreement will be governed by and construed in accordance with, the laws of the State of Indiana (without giving effect to principles of conflict of laws). The parties irrevocably (i) agree to the exclusive jurisdiction of, (ii) consent to the jurisdiction over the parties of, and (iii) waive any objection to the venue or inconvenience of the forum of, the U.S. District Court for Northern District of Indiana or any court of the State of Indiana located within Lake County, Indiana, in connection with any action or proceeding arising out of, based upon or relating to this Agreement, any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this Agreement or any such document or instrument. If either party is required to enforce any of the above agreements or covenants, the prevailing party will be awarded reasonable attorney’s fees and costs.
11. Waiver of Jury Trial
THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE PARTIES HERETO ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND REPRESENT TO EACH OTHER THAT THESE WAIVERS ARE MADE KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL OF THEIR CHOICE. EACH OF THE PARTIES HERETO AGREES THAT ALL SUCH CLAIMS WILL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION WITHOUT A JURY
This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter hereof. This Agreement may not be modified or amended except by the mutual and prior written consent of both parties. This Agreement will inure to the benefit of, and be binding upon, Client and Company, their respective successors and permitted assigns. This Agreement and the obligations set forth herein may not be assigned by either party, without the prior written consent of the other party. The representations, warranties, indemnities and covenants of the parties contained in this Agreement will survive the termination or expiration of this Agreement. This Agreement may be executed in multiple counterparts each of which will be deemed an original but all of which together will constitute one and the same instrument.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
Attachment A (Services)
Recovery Standard is provides a variety of web based services depending on the customer’s purchase. Services may include a repossession company owner compliance course, examination, Certificate of Completion and ID on successful completion of testing procedures valid for one (1) year, an online company profile that can be shared via email from customer’s account at www.recoverystandardtraining.com, delivery of one (1) sample Compliance and Operations Manual, and an onsite inspection, various company employee training courses, etc.
The Recovery Standard repossession company owner compliance course is $350.00
- Online compliance course and certification of completion for service provider owner in the Company Program;
- Service provider employee training course $150.00 per employee;
- Physical on site inspections of service provider’s properties and offices, one office and lot for $200.00. Each additional offices and lots are $200.00 each.
- Criminal background checks on two service provider principals or owners and business entities additional background checks are $100.00 per person and per business;
- Criminal background check on all service provider’s employees (optional service, $100.00 per person);
- Validation of service provider licensing, if required by the state in which it operates;
- Validation and monitoring of service provider required insurance and bonding;
- Monitoring of service provider’s employees’ continuing education certifications and training;
- Bankruptcy and lawsuit(s) background check on service provider;
- Validation of service provider qualification to do business in its state of operation;
- Validation of service provider filed articles of incorporation in its state of operation;
- Required annual training and testing of service provider’s owner in the Company Program with a minimum score of 85% to pass.