User Agreement

This EquaPay by Autoagent User Agreement (the "User Agreement") is a contract between you and EquaPay by Autoagent, LLC ("Company") that governs your use of the EquaPay by Autoagent service and your EquaPay.com account. By opening your EquaPay.com account, you agree to comply with all of the terms and conditions of this User Agreement. Please read this User Agreement, as well as the Company’s Privacy Policy available on Company’s website, www.EquaPay.com (the "Website" or the "Site"). This User Agreement and the Privacy Policy may be amended at any time at Company’s discretion, which amendment will become effective at the time it is posted on our website or on such later date that may be speciﬁed on our website. By thereafter continuing your use of your EquaPay.com account, you agree and consent to any such amendment. If Company changes the User Agreement in a way that reduces your rights or increases your responsibilities, Company will provide you with at least ten (10) days’ prior written notice of the amendment by posting the amendment on the Website. Your consent to such amendment will be provided through your continued use of your EquaPay.com account after the expiration of the notice period.

Authorized Users

An individual user of the EquaPay by Autoagent service must be a resident of the United States and at least 18 years of age. A business user must be organized or operating in, or a resident of, the United States. By using your EquaPay.com account, you are conﬁrming that you satisfy all of the conditions set forth in this section.

Opening an Account

By opening your EquaPay.com account, you acknowledge the purpose of the account is to provide for the payment of certain taxes you owe to a government agency through the EquaPay platform (the "Services"). Your EquaPay.com account is not a bank, escrow or other ﬁnancial account, and all funds transmitted through your account are intended for the payment of such taxes. Your complete and timely deposit of funds into your EquaPay.com account for payment of all taxes or other debts at least ten (10) days prior to the date such taxes or other debts become due to the government agency, as well as timely performance of all of your other obligations hereunder, is required before Company is obligated to perform any of its obligations under this User Agreement, including without limitation Company’s obligation to make any payments of taxes on your behalf. Your EquaPay.com account allows you to make payments using your debit card, credit card, and/or other bank accounts, or other payment accounts or methods that may be available from time to time within the EquaPay.com portal.

By establishing your EquaPay.com account and keeping that account open through the tax period(s), you are aﬃrming the accuracy of all amounts determined for your tax bill(s) owed to a government agency as well as the amount of the monthly payments which Company will automatically charge to your credit card, debit card, bank account, or other authorized payment account. However, you acknowledge that government agencies may adjust your bill(s) to change the amount owed at any time after you open your EquaPay.com account, you consent to any such adjustments made by a government agency, and you agree to pay the adjusted monthly payments, as determined by Company, in the event a government agency adjusts your bill. In the event of such adjustment, you agree that Company may update your EquaPay.com account to reﬂect the new balance owed and the adjusted monthly payment amounts. Likewise, you agree to Company’s adjustment or modiﬁcation of any previously identiﬁed payment amount(s) and/or schedule to reﬂect such government agency adjustments and to ensure that you maintain suﬃcient funds to timely complete performance and payment of the entire amount of tax owed before the tax due date. As set forth above, Company shall have no obligation under this User Agreement to make any payment to a government agency on your behalf unless you have previously deposited suﬃcient funds in your EquaPay.com account for such payment. Your agreement to Company’s adjustment or modiﬁcation of your payment amount(s) shall not prevent you from appealing or otherwise contesting any government agency’s adjustment of your bill.

Account Credential Security

You are responsible for maintaining adequate security and control of any and all user IDs, passwords, personal identiﬁcation numbers (PINs), or any other codes that you use to access or that are otherwise associated with your EquaPay.com account, the Site and the Services. You are responsible for keeping your mailing address, email address and other contact information up-to-date in your EquaPay.com account proﬁle.

Payment Method

As part of your EquaPay.com account set-up process, you will be required to link a debit card, credit card, bank account or other authorized payment method to your EquaPay.com account as your approved payment method. Please keep your payment method information current (e.g., credit/debit card number, zip code, and expiration date). If this information changes, Company may, but is not obligated to, update it as directed or authorized by your bank or card issuer without any action on your part. Company may also ask you to conﬁrm the information regarding your payment card, bank account, or other payment method, to verify the validity of that information.

Periodic Payment Authorization

You authorize Company to make regularly scheduled charges to your linked bank account, credit card, debit card, or other authorized payment method as applicable to your EquaPay.com account. You will be charged for the scheduled payment installments for each tax payment due, as those scheduled installments may be modiﬁed by any government-agency adjustments as set forth above. Each payment will appear on your EquaPay.com account statement accessible by logging into your EquaPay.com account, as well as on the statement for your method of payment. You agree that no prior notiﬁcation will be provided for any payment and that any changes to the payment amount or date shall be solely reﬂected on your EquaPay.com account statement accessed through your EquaPay.com account.

You agree to adhere to and be bound by the terms hereof in all respects, and you understand that this authorization will remain in eﬀect until you cancel it in writing, which may be accomplished by logging into your EquaPay.com account. You further agree to notify Company of any changes (by logging into your EquaPay.com account and making those changes in your account) in your linked bank account, credit card, debit card, or other authorized payment method information or termination of this authorization at least ﬁfteen (15) days before the next scheduled billing date. If the billing date falls on a weekend or holiday, you further understand that the payments may be executed on the next business day. You also acknowledge that the origination of credit card, debit card and ACH transactions to your account must comply with the provisions of U.S. law, and you certify that you are the authorized user of each bank account, credit card, debit card or other authorized payment method which you link to your EquaPay.com account. You certify that you will not dispute the scheduled transactions, so long as the transactions correspond to the terms indicated in this authorization, your EquaPay.com account application, and this User Agreement.

Holding a EquaPay.com Balance

Money that Company receives from all EquaPay.com account holders is held in a separate bank account owned by a financial institution, and titled for the benefit of the applicable taxing authority. Any balance in your EquaPay.com account represents an unsecured claim against this bank account. The funds held in this bank account are insured by the Federal Deposit Insurance Corporation (FDIC). Company owns the interest and other earnings on funds in the account(s). These pooled amounts are held separate from Company’s general operating funds, and Company will neither use these funds for its operating expenses or any other corporate purposes nor voluntarily make these funds available to its creditors in the event of bankruptcy.

Account Statements

Information regarding your EquaPay.com account balance, your scheduled payment installments, and other aspects of your EquaPay.com account is reﬂected on your EquaPay.com account statement. At any time, you may log into your EquaPay.com account and view your EquaPay.com account statement. If you have any questions regarding your EquaPay.com account statement, you may contact Company’s customer service through the Website.

Refunds, Chargebacks, and Duty to Maintain Suﬃcient Funds

Service fees, transaction costs, and any interest earned on payments to Company are non-refundable. In the event that you request a refund, initiate a chargeback, or in any other way request the return of any payment or portion of a payment made using your EquaPay.com account and/or your method of payment is rejected or a payment is cancelled for any installment, Company will return only such amount in your EquaPay.com account which has not been previously paid to a government agency pursuant to Company’s obligations hereunder. Company will credit the amount of any refund to the linked payment method used to make the payment being refunded or, at Company’s sole discretion, Company may transmit the requested refund to you (i) by ACH to your bank account on ﬁle in your EquaPay.com account, or (ii) by check sent to you at your address on ﬁle in your EquaPay.com account. You may not, and you agree that you will not, request any refund of your EquaPay.com account balance (or any portion thereof) after you have made the last scheduled monthly payment before the tax due date (the "Last Scheduled Installment Payment"). You agree that Company shall have no obligation to comply with any such refund request. Any refund request that you wish to make after the Last Scheduled Installment Date, including any such refund request you wish to make after Company has paid your tax obligation to the government agency, must be made directly to the government agency.

Your satisfaction of your obligation to maintain a suﬃcient balance in your EquaPay.com account to pay for each installment of any and all tax bill(s) owed to government agencies when due, and for which Company has been given responsibility for payment, is an express condition of Company’s obligations to make such payments. Company must receive all payments for taxes at least ten (10) days before the date such tax bill(s) are due to the government agency. Although Company may provide notifications to you that your EquaPay.com account has an insuﬃcient balance, Company is under no obligation to provide such notifications nor may it be held liable for any loss or damage you may incur based on any inaccuracy within such notifications.

If any refund, cancelled payment, and/or rejected payment reduces your EquaPay.com account balance to an amount that is less than the total amount of all tax bill(s) to government agencies for which Company previously agreed to make a payment on your behalf, then Company shall not have any obligation to make any of those payment(s) on your behalf and shall bear no responsibility or liability for making those payments. As such, at the time of any refund, cancellation, and/or rejection of payment meeting the qualifications of this paragraph, you will remain solely responsible and liable for payment of any and all tax bill(s) you owe to government agencies.

If any payment of your tax bill to a governmental agency is refunded to Company by such agency, the amount of the refund shall be credited to your EquaPay.com account and shall be subject to the terms and conditions herein.

Any refund made under this section shall exclude the amount of service fees and transaction costs charged by Company, as well as any interest earned on your original payment(s).

Automated Clearing House ("ACH") Payments

Company’s EquaPay by Autoagent service provides the option for users to make Automated Clearing House ("ACH") payments. ACH payments are electronic payments that are created when the user gives an originating institution, such as Company, authorization to debit directly from the user’s checking or saving account for the purpose of bill payment.

When electing to make an installment payment using ACH, you will be authorizing Company, on behalf of yourself or your business, (i) to verify your or your business’ bank account information using bank information and consumer reports, and (ii) to debit your or your business’ bank account.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL COMPANY’S OBLIGATION OR LIABILITY UNDER THIS USER AGREEMENT EXCEED THE THEN-CURRENT AMOUNT OF YOUR EquaPay.COM ACCOUNT BALANCE. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, OR REVENUE, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, MULTIPLE, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDIRECT LOSSES OF ANY KIND.

You acknowledge that you are responsible for any actions you take while on the Site. You recognize that your use of the Site and any subsequent actions arising from your use of the Site are taken solely at your own risk.

IN NO EVENT WILL COMPANY, OUR DIRECTORS, OUR OFFICERS, OUR EMPLOYEES, OUR CONTRACTORS, OUR AGENTS, OR OUR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY OR UNDER ANY EQUITABLE THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR THE SERVICES, ANY CONTENT ON THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, CLINICAL OUTCOMES, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THE SITES OR THE SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

Indemnification

You will indemnify, defend, and hold harmless Company, our licensors and affiliates, and our and their respective affiliates, directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of, in connection with, or resulting from: (i) your access to or use of the Site, including but not limited to its Services and its content; (ii) your violation of any of the provisions of this User Agreement; (iii) any activity related to your account by you or any other person accessing the Services through your account, including, without limitation, negligent or wrongful conduct; or (iv) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right.

For purposes of clarity, these indemnification obligations apply to your use of the Site, along with your use of the Site’s content and Services, other than as expressly authorized in this User Agreement, and your use of any information obtained from the Site or any information you provide to the Site. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Personal Information

Your personal information shall be handled according to the terms of Company’s Privacy Policy and Company recommends you review the terms of its Privacy Policy carefully. By opening a EquaPay.com account, you agree to all terms and conditions of Company’s Privacy Policy, which terms include, but are not limited to, providing Company with the right to collect your personal information through the Website and use or share your personal information as it deems necessary to fulﬁll its rights and/or obligations under this User Agreement.

Electronic Communication Delivery Consent

By opening your EquaPay.com account, you are giving your consent to receive any communication from Company only through email, text or other electronic means, and you are conﬁrming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any communication for your records. You may print or save a copy of any such communication from Company for your records as they may not be accessible online at a later date.

Acceptable Use

The terms of this section govern your access and use of the Website. You must ﬁrst read and accept these terms before opening a EquaPay.com account and using Company’s online services. By clicking "accept" below, you agree to adhere to and be bound by the terms hereof in all respects.

The Website and online services may only be used for lawful purposes and under the terms of this User Agreement. Additionally, you are prohibited from using the Website or online services as follows:

In any manner that violates any federal, state, international, or local law or regulation;
In any manner that materially interferes with our activities or overall business or harms any of our customers, employees, aﬃliates, agents, oﬃcers, or directors;
To threaten, bypass, or destroy any security mechanism used with or incorporated in the Website or the online services;
To disparage, denigrate, insult, or otherwise make pejorative statements about Company and/or any of its aﬃliates, directors, oﬃcers, employees, partners, brand, products, or services, including without limitation EquaPay by Autoagent;
To transmit any content or information that is oﬀensive, lewd, pornographic, defamatory, libelous, harassing, tortious, abusive, illegal, prejudice, discriminatory, or otherwise inappropriate or objectionable;
To transmit any marketing, advertising or promotional materials, including without limitation any "spam," "junk mail," or other deceptive or unsolicited bulk or commercial email;
To harm, or attempt to harm, minors in any way;
To modify, sub-license, adapt, translate, reverse engineer, sell, disassemble, or decompile any portion of the Website or online services functionality;
To impersonate Company (including any oﬃcer or employee of Company), any user of our Website and/or the online services, or any other person or entity;
To transmit any content, data, or material that infringes the intellectual property rights or other personal rights (including privacy) of any third parties;
To use the Website and/or online services in connection with unsolicited, unwanted, or harassing communication, including without limitation, SMS messages, phone calls, voice mail, chat, video, or email;
To transmit any content, data, or material that contains viruses, spyware, spiders, robots, worms, Trojan horses, logic bombs, or any other type of malicious or deleterious programs;
To use the Website or the online services to collect information about other users, including phone numbers or email addresses, without any such individual's prior explicit consent or otherwise under false pretenses of any kind;
In any manner that violates any other applicable policy maintained by Company, including without limitation Company's Privacy Policy;
To use the Website or online services to record or monitor a phone call or other communication without ﬁrst obtaining express consent from the participants per applicable law (such as California's Invasion of Privacy Act);
In any manner that can reasonably be considered contrary to Company's goodwill, public image, and overall reputation;
To express or imply that any user's statements, activities, or causes are endorsed by Company;
To collect, or attempt to collect, personal information about users or other third-parties without their prior knowledge and aﬃrmative consent;
To divulge any of Company's (or any aﬃliate's) proprietary information;
In any manner that promotes any illegal activity (such as driving under the inﬂuence, illegal drug use, violence, child abuse, or underage drinking); or
To knowingly receive, use, re-use, upload or download any material which:
- Contains material that may reasonably be considered obscene, defamatory, oﬀensive, abusive, hateful, inﬂammatory, harassing, violent, or otherwise objectionable;
- Promotes pornographic or other sexually explicit material, discrimination, or violence, based on race, religion, nationality, sex, gender, disability, age, or sexual orientation;
- Is likely to deceive any person acting reasonably under the circumstances;
- Impersonates any person; or
- Involves commercial activities or sales.

The foregoing prohibitions have been established by Company to comply with applicable law, ensure reliable and enjoyable service for all users, ensure security and privacy of our (and any third party’s) network and systems, maintain Company’s reputation as law-abiding, honorable, and customer-friendly, and preserve the privacy and security of each user’s personal information at all times.

Company maintains the right to monitor all third-party use of the Website and online services to conﬁrm compliance with the terms of this User Agreement by any means it deems appropriate at any time in its sole discretion and delete any material or reverse any transaction it deems illegal, inappropriate, or violative of any Company policy or applicable third-party policy. If Company discovers a violation, it will take whatever action it deems reasonably necessary or appropriate to address such behavior. YOU HEREBY WAIVE AND HOLD HARMLESS COMPANY, ALONG WITH COMPANY’S EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, LICENSEES, AND SERVICE PROVIDERS, FROM ANY AND ALL CLAIMS RESULTING FROM, OR ARISING DIRECTLY OR INDIRECTLY OUT OF, ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES IN CONNECTION WITH INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.

Closing Your EquaPay.com Account

When you close your EquaPay.com account, Company will cancel any scheduled or incomplete transactions including, but not limited to, payment for any outstanding taxes due and owing to a government agency. You will remain liable for all obligations related to your EquaPay.com account even after the account is closed, and Company shall bear no responsibility or liability for any such obligations. In certain cases, you may not close your EquaPay.com account, including:

To evade an investigation.
If you have a pending EquaPay by Autoagent transaction, Company will not close your EquaPay.com account until that transaction has been completed, but may limit your ability to make additional transactions using your EquaPay.com account. You may not close your EquaPay.com account less than ten (10) days before the date your next tax bill is due.
If you have an open dispute or claim with Company or any government agency related to your EquaPay.com account.
If your EquaPay.com account has a negative balance.
If your EquaPay.com account is subject to a hold, limitation or reserve.

Company’s service fees and transaction costs are non-refundable. At the time of closing your EquaPay.com account, any remaining balance within such account shall be reduced by the amount of all unpaid service fees and transaction costs earned by Company, and any balance remaining shall be refunded to you as set forth above.

Binding Arbitration

Subject to all applicable laws, you are agreeing to give up: (i) your right to litigate any claims that may arise hereunder in court or before a jury; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may arise hereunder in any manner or forum. Instead, any claim, dispute or controversy of any kind or nature arising hereunder, including claims for injunctive relief, which cannot be amicably resolved by us shall be solely and ﬁnally settled by arbitration under the Federal Arbitration Act administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before a single arbitrator sitting in Palm Beach County, Florida. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Florida. The decision of the arbitrator shall be in writing with written ﬁndings of fact and shall be ﬁnal and binding upon the parties hereto. Each party shall bear all of its own costs and attorneys’ fees incurred in connection with any such arbitration proceedings. With respect to any arbitration hereunder, as stated above, you hereby expressly waive any right to consolidate any claim and/or participate in any class-action claim of any kind or nature. This paragraph provides your sole recourse for the resolution of any disputes arising out of, in connection with, or related to this User Agreement. If any provision of this clause is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.

Governing Law

This User Agreement shall be governed by the laws of the State of Florida without regard to its conﬂict of laws principles and all matters aﬀecting its validity and construction shall be determined according to the laws of that State. Further, the place of performance and transaction of business shall be in Palm Beach County, State of Florida, and in the event of litigation, the exclusive venue and place of jurisdiction shall be Palm Beach County, Florida.

No Waivers

Company’s failure to enforce any of its rights hereunder will not constitute a waiver of its right to make such enforcement in the future, subject to applicable law.

Disclaimer of Warranties

THE SITE AND ALL INFORMATION CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. COMPANY DISCLAIMS ALL WARRANTIES WHETHER ARISING OUT OF LAW, STATUTE, COURSE OF DEALING, TRADE USAGE, OR ANY OTHER RELATIONSHIP. COMPANY MAKES NO WARRANTIES OF ANY KIND REGARDING THE SITES OR INFORMATION FOUND ON THE SITES. COMPANY MAKES NO WARRANTIES WITH REGARD TO THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, FUNCTIONALITY, TIMELINESS, SPEED, OR ACCESSIBILITY OF ANY INFORMATION SUPPLIED WITHIN THE SITES. COMPANY DOES NOT WARRANT THAT THE SITES WILL BE OPERATIONAL, SECURE, ERROR-FREE, OR VIRUS FREE. TO THE EXTENT ANY JURISDICTION DOES NOT PERMIT COMPANY TO DISCLAIM WARRANTIES IN THESE WAYS, COMPANY DISCLAIMS WARRANTIES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

Notices

Company may provide notices hereunder to you by: (i) email; (ii) regular mail; or (iii) posting them on the Website. You shall be responsible for ensuring that you have provided Company with your current email and mailing address(es). You may provide written notice to Company by mail to the following address:

EquaPay.com by Autoagent, LLC
2515 Waukegan Rd., Ste. 22
Bannockburn, IL 60015

Entire Agreement

This User Agreement, along with the incorporated documents set forth above, any instructions that Company provides to you relating to your EquaPay.com account or any EquaPay by Autoagent services, and any amendment to this User Agreement or any other incorporated documents as permitted and provided for herein shall, collectively, be deemed a ﬁnal and integrated agreement between you and Company with respect to the subject matter hereof.