This Refundo 2022 ERO Program Agreement (the “Agreement”) is between you, the Electronic Return Originator (“ERO”), and Refundo, Inc. (“Refundo”). By signing or electronically signing this Agreement, you represent and warrant that (i) you have read and understood this Agreement, (ii) you have the full legal authority to bind ERO to these terms and conditions; and (iii) you agree, on behalf of the ERO, to this Agreement. This Agreement is effective as of the date you sign or electronically acknowledge this Agreement by submitting an enrollment application with a software transmitter.
ERO prepares individual income tax returns, files tax returns electronically, and provides other related services to individual taxpayers (collectively, the “Taxpayers”).
Refundo offers certain services to tax preparers, including (i) a platform for processing Taxpayers’ federal and state tax refunds electronically, and (ii) disbursement options for Taxpayers’ refunds (collectively, the “Program”). Refundo reserves the right to make certain products and/or programs available to ERO on a selective basis.
Refundo will utilize an FDIC insured institution (“Bank”) for the purpose of receiving and processing state and federal tax refund deposits through Refundo’s special purpose custodial account.
ERO desires to enroll in the Program and Refundo wishes to allow ERO to participate in the Program to receive certain Refundo services.
NOW, THEREFORE, for and in consideration of the covenants and obligations contained herein and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Refundo shall offer the Program to the ERO, including support services in connection therewith. ERO acknowledges and agrees that its initial and continued right to participate in the Program and receive services from Refundo are subject to ERO’s continued compliance with this Agreement and all Program guidelines and procedures established by Refundo, agreeing that such guidelines and procedures may be unilaterally amended by Refundo from time to time (collectively, the “Guidelines”), which are available at dashboard.refundo.com.
Refundo reserves the right to not process a Taxpayer refund and return the Taxpayer refund to the Originating Depository Financial Institution (ODFI), for any reason, at Refundo’s sole discretion.
ERO further acknowledges and agrees that Refundo shall have the authority to remove or suspend any ERO at any time from the Program or portions of the
Program, for any reason, in Refundo’s sole discretion. Refundo has the right to suspend or terminate services provided to ERO under this Agreement if Refundo determines, in its sole discretion, that ERO has breached or violated any provision of this Agreement, including any violation of a representation or warranty as set forth herein, or any provision of the Guidelines.
Refundo shall use reasonable commercial efforts in its dealings with ERO, including providing its services in a timely manner. Refundo retains the right to establish criteria and processing fees relating to the Program in Refundo’s sole discretion.
Refundo shall facilitate and administer the payment of fees owing to ERO, as such fees are set forth in the Program records received by Refundo and disclosed to the Taxpayer, if and only if Refundo receives a tax refund deposit for the Taxpayer that is sufficient to allow for such payment of fees. Refundo shall direct its bank to transfer payment of such fees to ERO via an Automated Clearing House (“ACH”) credit to the bank account designated by the ERO during enrollment in the Program (unless ERO and Refundo subsequently agree to change the ERO’s designated bank account).
Refundo may offer services in addition to those offered in the Program. The ERO’s ability to offer additional Refundo services is subject, amongst other things, to approval by Refundo.
ERO acknowledges and agrees that it shall incur a marketing fee for all Refundo NOW Advance products offered and approved. ERO hereby authorizes Refundo to charge marketing fees for each offered and approved NOW from ERO’s earned tax preparation fees and/or from the bank account on file with Refundo, on a rolling basis until marketing fee balance is paid in full, regardless of IRS or State tax refund funding. For each Refundo NOW pre-ack advance, the marketing fee shall be $75. For each post-ack Refundo NOW advance, the marketing fee shall be $50. This clause will survive any termination or breach and will remain in place until all outstanding debts are settled.
ERO EXPRESSLY ACKNOWLEDGES AND AGREES THAT THEY WILL NOT PASS THROUGH OR OTHERWISE CHARGE ANY FEE SOLELY BASED ON THE TAXPAYER APPLYING FOR OR RECEIVING A REFUNDO NOW ADVANCE. SUCH ACTIONS LEFT UNCURED SHALL RESULT IN IMMEDIATE TERMINATION OF ERO FROM THE REFUNDO NOW PROGRAM.
When Refundo finds evidence of negligence, fraud, excessive losses and/or misconduct by the ERO, the ERO’s employees, or the ERO’s representatives (i.e. pay stub filing, failure to retain W-2’s, 1099’s, 1098’s, and other supporting tax return documents, failure to retain color copies of taxpayer and spouse (if applicable) identification documents, etc.), Refundo will withhold fees from the ERO and debit ERO’s bank account to cover all unfunded NOWs and unfunded NOW marketing fees. Refundo will release funds (whether withheld fees or debited bank account funds) to the ERO as NOWs fund, or when ERO can prove an absence of negligence, fraud, or misconduct. Additionally, Refundo will withhold Service Bureau fees, incentive fees, rebates, and any other monies otherwise normally due and payable to ERO and Service Bureau, to cover all unfunded NOWs and unfunded NOW marketing fees.
ERO acknowledges and agrees that a Taxpayer’s tax refund proceeds will first be applied to the outstanding Refundo NOW advance, and any fees associated with the NOW advance, and then any remaining tax refund proceeds will be applied in the order and amounts as determined by Refundo. In the event a tax refund is funded at less than originally estimated, ERO shall have no claim to any tax refund proceeds applied to the Refundo NOW advance, and Refundo shall not be liable to ERO for any remaining fees or amounts owed by Taxpayer to ERO.
Under penalty of perjury, ERO represents and warrants to Refundo that:
ERO has a current and valid Electronic Filing Identification Number (“EFIN”) issued by the Internal Revenue Service (“IRS”) and maintains an IRS-approved “E-Services Account”. ERO acknowledges and understands that such ERO shall be deemed by Refundo to be the originator of all income tax returns processed by ERO or using such ERO’s EFIN, and thus such ERO will be jointly and severally liable for any and all actions arising out of the use of its EFIN.
The contact information provided by ERO is identical to the EFIN contact information provided to, or currently on record with the IRS.
ERO has never been suspended or terminated from utilizing the services of a refund transfer service provider such as Refundo.
ERO’s employees, contractors, and representatives preparing taxes each have a current and valid Preparer’s Tax Identification Number (PTIN).
ERO has developed, implemented, and will continue to maintain current and effective information security policies and procedures that include administrative, technical, and physical safeguards designed to:
ensure the security and confidentiality of nonpublic information (including without limitation the personal information of Taxpayers) collected by ERO;
protect against threats or hazards to security or integrity of such nonpublic information; and
protect against unauthorized access or use of such non-public information, including storage and disposal of such non-public information.
ERO has and will continue to comply with, including using commercially best efforts in following revisions and updates to, all applicable federal, state or local laws, regulations, ordinances, and regulatory guidance, including without limitation any publications and circulars issued by governmental agencies, including but not limited to completion of the IRS Form 8453 or similar form, and all IRS authorized IRS e-file Provider requirements, financial privacy laws, and regulations set forth in the Federal Gramm-Leach Bliley Act, the Federal Trade Commission (“FTC”) Financial Privacy Rule, 16 CFR 313.1 et seq., the FTC Safeguards Rule 16 CFR 314.1 et seq., the FTC Disposal Rule 16 CFR 682.1 et seq., and any other federal or state law privacy requirements, and the Fair Credit Reporting Act and the Identity Theft Red Flag Rules, 16 CFR 681.1 et seq. (collectively, “Applicable Laws”).
ERO possesses all required approvals, licenses, and certifications required by federal, state, or local governments for conducting its business, preparing taxes, facilitating the Program, and for offering any additional services offered by Refundo.
The execution, delivery, and performance of this Agreement by ERO has been duly authorized and will not result in the violation of or conflict with or result in a default under any other agreement, instrument, undertaking, judgment, decree, order, or Applicable Law.
ERO shall use its best commercial efforts to:
Verify the identity of Taxpayers who apply for a Program product, additional Refundo service, or refund disbursement option, in accordance with Refundo’s standard authentication procedures and policies as provided by Refundo, as such procedures and policies may be amended from time to time.
Accurately input and submit each Taxpayer application.
Comply with Applicable Laws and Guidelines, as each may be amended from time to time, including passing the Refundo Compliance Training and Test before offering Program products.
Monitor and maintain effective security measures/policies in processing information and data (including without limitation the personal information of Taxpayers).
At any time during the term of this Agreement, ERO may be required to implement and maintain a bank-approved anti-money laundering (AML) and anti-terrorism financing (ATF) compliance program in accordance with Applicable Law. ERO shall promptly implement measures to allow Refundo or its affiliate bank to verify the identity of all Taxpayers and prospective Taxpayers consistent with Applicable Law, including the development of an appropriate Taxpayer identification program as approved by Refundo or its affiliate bank.
ERO acknowledges and agrees that Refundo is not a credit reporting agency and does not provide fraud detection services. In addition to complying with Applicable Laws relating to identity theft, ERO further agrees to implement policies and procedures to detect relevant identity theft red flags that may arise in the performance of ERO’s activities. ERO represents and warrants that ERO’s activities related to this Agreement will be conducted in accordance with policies and procedures designed to detect, prevent, and mitigate the risk of identity theft. ERO will immediately report in writing any identity theft red flags to Refundo and take all appropriate steps with Refundo to prevent or mitigate identity theft.
ERO shall use marketing and advertising materials as provided or approved by Refundo and all marketing materials may only be used for the purposes originally intended. In all cases where Refundo’s name, trade names, trademarks, logos, or services are used in any marketing and advertising materials by ERO, ERO shall submit such materials to Refundo for review, and Refundo shall provide feedback or approval within two (2) weeks of receipt thereof. ERO shall not modify, misrepresent or mischaracterize any such materials, including but not limited to misrepresentation of the Program or any of its products as any form of a loan product. ERO acknowledges and agrees that all logos and trademarks relating to the
Program are exclusively owned by Refundo, and shall only be used with the prior written consent of Refundo.
ERO shall not issue any press release, marketing or make any disclosure or other public announcement relating to this Agreement, the transactions contemplated hereby or ERO’s relationship with Refundo without the prior written approval of Refundo, except as may be necessary, in the opinion of legal counsel, for ERO to comply with Applicable Laws, in which case ERO shall provide prompt written notice to Refundo upon such determination.
ERO shall reimburse Refundo within thirty (30) days of notice for the total amount of:
any stolen check, regardless of the matter in which such check is stolen,
any duplicate check,
any check delivered to the wrong Taxpayer,
any check reported lost and/or voided by ERO’s office if such check has cleared or if Refundo is unable to recover funds related to such check within 30 days of demanding reimbursement from the bank,
any fees or deposits to the ERO designated bank account that constitutes a duplicate payment, inadvertent or erroneous deposit not intended for ERO, or
any expenses or losses incurred by Refundo as a result of any other irregular or suspicious activities by the ERO.
If any third party contacts or attempts to contact ERO or any of its Representatives, inquiring about or making requests relating to ERO’s relationship with Refundo, including services provided by Refundo, this Agreement, the Program or any related matter, ERO will not directly or indirectly communicate with such third party and promptly report such activity to Refundo.
ERO agrees that it will promptly, but in no case later than one (1) business day, notify Refundo in writing (electronically to documents@refundo.com and in paper form to Refundo’s notice address) to the extent ERO becomes aware of any facts or circumstances that result in or may reasonably result in any of the following:
Any breach by ERO of any provision of this Agreement (including any and all Schedules), including any violation of a representation or warranty as set forth herein, or any provision of the Guidelines;
If any third party contacts or attempts to contact ERO or any of its Representatives, inquiring about or making requests relating to ERO’s relationship with Refundo, including services provided by Refundo, this Agreement, the Program, or any related matter.
If ERO, including any of their Representatives, has been denied of a request to the IRS for an EFIN or by at state for any required approvals, licenses or permits;
Any unfair, deceptive or unacceptable practices, including but not limited to:
Instructing or advising Taxpayers they must apply for a Program product or disbursement option to receive their tax refund,
charging excessive fees (as determined by Refundo at its sole discretion), or fees unrelated to the preparation and filing of a tax return or Program product,
failing to provide Taxpayers with any legally required disclosures and documents,
requiring Taxpayers to sign disclosures before allowing Taxpayers adequate time to read/review and understand such disclosures,
misleading Taxpayers regarding any matter, including the process, definition or pricing of Program products or ERO fees,
directly using any refund proceeds processed through Refundo to pay off any loan, or
using any refund proceeds processed through Refundo for any purpose other than what has been approved by Refundo;
Any violation of Applicable Laws, Regulations, or Agency Policies (Federal, State, or Municipal) by ERO;
The IRS retraction of an EFIN from ERO;
Any breaches in security relating to Taxpayer information collected by ERO;
Any issues relating to the verification/authentication process with respect to any Taxpayer;
Any issues relating to bank checks disbursed pursuant to the Program (including, without limitation if issues relating to security or storage of the check stock or if disbursed checks are lost, stolen or deemed fraudulent, or any other delivery issues); and
Refundo shall have the right to audit and inspect the operations and applicable books, records and documents of ERO, and to inquire about and/or discuss the business practices, business affairs, finances and accounts of ERO (including records relating to contracts, invoices and other transactions with any third parties), and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested, in each case as related to this Agreement (including matters pertaining to security, privacy, and other relevant aspects). ERO shall also make available its Representatives to discuss such matters.
If Refundo determines, in its sole discretion, that the offering of fee-based Refundo services to taxpayers is or could be interpreted as being in violation of any local, state, or federal law or regulation, Refundo will immediately cease charging fees to taxpayers, and begin charging ERO for Refundo services. ERO may not pass these fees on to taxpayers unless ERO increases fees uniformly for all of ERO’s customers, including those that do not utilize Refundo services. ERO acknowledges and agrees that Refundo shall have the right to deduct fees from ERO’s tax preparation fees.
ERO shall deliver to each Taxpayer a copy of the signed Program application and other documents Refundo requires ERO to provide to the Taxpayer under the Guidelines.
ERO shall securely and confidentially maintain a copy of all documents relating to the Program in the Taxpayer’s client file for a period of five (5)
years following the preparation of such documents in accordance with the provisions of this Agreement and Applicable Law. Upon written request, ERO shall deliver a copy of any such requested documents to Refundo within 72 hours.
The parties agree that at all times and notwithstanding any termination or expiration of this Agreement each party will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and each party will not (1) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of such party’s obligations pursuant to this Agreement, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized Representative of the other party; except for Confidential Information that (1) was in the public domain at the time it was disclosed, (2) entered the public domain subsequent to the time it was disclosed, through no fault of the receiving party, (3) was in the receiving party’s possession free of any obligation of confidence at the time it was disclosed, (4) was rightfully communicated to the receiving party free of any obligation of confidence subsequent to the time it was disclosed, (5) was developed by employees, representatives or agents of the receiving party independently of and without reference to any information communicated to the receiving party as documented by written evidence, or (6) is required to be disclosed by law or a valid order of a court or other governmental body having jurisdiction, provided that the receiving party provides the disclosing party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the disclosing party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued; or as otherwise approved in writing by the disclosing party, and will use the Confidential Information for no purpose other than pursuant to this Agreement.
The parties will also protect such Confidential Information with at least the same degree of care that each party uses to protect its own Confidential Information, but in no case, less than reasonable care.
In addition to the foregoing, during and after the term of this Agreement, ERO will hold in the strictest confidence and take all reasonable precautions to prevent any disclosure of the terms of this Agreement, and ERO will not disclose such terms to any third party without the prior written consent of Refundo.
“Confidential Information” shall mean any and all technical and non-technical information disclosed by a party to the other party, which may include without limitation: patent and patent applications; trade secrets; proprietary and confidential information, Program rules and materials, Program agreements, user interfaces, mask works, ideas, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and
contractual relationships, business forecasts, sales and merchandising, and marketing plans; and all other information that the receiving party knew, or reasonably should have known, was the Confidential Information of the disclosing party.
ERO acknowledges and agrees to not resell, reproduce, retransmit, republish or otherwise transfer for any purpose the Refundo services provided hereunder other than as permitted by this Agreement. ERO acknowledges and agrees that Refundo shall retain all right, title, and interest in and to Refundo’s Confidential Information, including any physical copies thereof. ERO acknowledges and agrees that Refundo retains all intellectual property rights related to the services provided by Refundo and that ERO acquires no intellectual property rights pursuant to this Agreement.
ERO acknowledges and agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs provided pursuant to the services provided by Refundo or contained in Refundo’s Confidential Information or without the prior written consent of Refundo.
This Agreement shall become effective as of the date and time that ERO submits the application to enroll with Refundo and shall continue through December 31, 2022 (the “Term”).
Notwithstanding anything, this Agreement may be terminated:
immediately by Refundo if Refundo reasonably determines, in its sole discretion, that ERO has breached any provision of this Agreement, including any violation of a representation or warranty as set forth herein or has defaulted under or otherwise violated any terms of this Agreement, including if ERO engage in any unfair, deceptive or unacceptable practices as set forth herein;
upon notice by Refundo if ERO fails to cure any breach of this Agreement within 30 days (10 days in the case of non-payment) of receiving notice of such breach from Refundo; or
by Refundo if ERO becomes insolvent or unable to pay its debts as they mature in the ordinary course of business, makes an assignment for the benefit of its creditors or if any proceedings are instituted by or against ERO in bankruptcy or under any insolvency laws or for reorganization, receivership, or dissolution.
Upon termination or expiration of this Agreement, upon written request of either party, each party will promptly return to the other party or destroy all documents and other tangible materials representing a party’s Confidential Information and all copies thereof.
REFUNDO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.
IN NO EVENT SHALL REFUNDO BE LIABLE TO ERO FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER REFUNDO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Refundo shall not be liable for any delay, restriction or failure in performance due to any cause beyond its control that is not a direct result of any act or omission by Refundo or its Representatives, including without limitation by reason of fire, or other casualty or accident, strikes or labor disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency, or any act or condition whatsoever beyond their reasonable control, such as actions by Bank, including but not limited to refusal to receive deposits, refusal to process payments, or account closure or suspension. Refundo shall use reasonable efforts to avoid or remove such causes of delay or nonperformance and shall continue performance hereunder to the extent possible after such causes are removed. If Refundo’s ability to render services is impaired by ERO, Refundo may terminate this Agreement or suspend performance at any time.
Notwithstanding anything to the contrary, Refundo’s maximum liability hereunder to the ERO for any claims whatsoever shall not exceed a TOTAL of $39.95 (USD).
ERO shall defend, indemnify and hold Refundo and Refundo’s representatives and agents harmless from and against any liabilities, actions, claims, damages, demands, judgments or expenses, including reasonable attorney’s fees and costs, that arise out of or are related to any claim by any third party, for any and all damages or injuries sustained under and during the term of this Agreement resulting from negligent or intentional misconduct or violation of law by ERO, including without limitation any material breach of an obligation or duty of ERO under this Agreement or the Guidelines.
Other than as set forth in this Agreement, or Schedules attached hereto, each party shall bear its own expenses in connection with the performance of its obligations under this Agreement and no party shall have the right to incur any expense or liability on behalf of the other party.
This Agreement shall be governed by and construed under the laws of the State of New Jersey in all respects as such laws are applied to agreements among New Jersey residents entered into and to be performed entirely within New Jersey, without reference to conflicts of laws or principles thereof.
ERO shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of Refundo and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. If Refundo expressly consents in writing to an ERO’s transfer or assignment of obligations under this Agreement, the terms of this Agreement shall be binding upon successors and assignees.
This Agreement, the exhibits, and schedules hereto and the other documents delivered pursuant thereto, including the Guidelines that are available online at dashboard.refundo.com (the “Documents”), constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral
or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of the Documents. Other than as set forth in this agreement, no modification of or amendment to this Agreement will be effective unless in writing and signed (or acknowledged electronically) by the party to be charged.
Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.
In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: upon personal delivery to the party to be notified when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All such notices, requests, and approvals for Refundo shall be addressed to the attention of:
Refundo, Inc.
Attn: Legal Department PO BOX 837
Elizabeth, NJ 07207
It is expressly understood that the parties intend by this Agreement to establish the relationship of independent contractors, and it is not the intention of any party to undertake the relationship of principal and agent or to create a joint venture or partnership between them.
Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of
arbitration shall be Newark, New Jersey unless the parties have agreed to another location within fifteen (15) days from the first referral of the dispute to the American Arbitration Association. The arbitration shall be governed by the laws of the State of New Jersey. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrators, all of their costs and fees. "Costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorney's' fees. The arbitral award shall be final and binding. The parties waive any right to appeal the arbitral award; to the extent, a right to appeal may be lawfully waived. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, provided however that both parties are permitted to disclose the proceedings to accountants, legal counsel, and professional advisors. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine the witness. In such an event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above
Each party retains the right to seek judicial assistance: to compel arbitration, to obtain interim measures of protection prior to or pending arbitration, and to seek injunctive relief, and the courts of the State of New Jersey shall have jurisdiction to hear such requests for judicial assistance. The right to seek judicial assistance may be necessary and appropriate for the following non-exhaustive reasons: to protect the unauthorized disclosure of proprietary or confidential information, and to enforce any decision of the arbitrator, including the final award.
ERO acknowledges and agrees that ERO shall be responsible for the act, omission, or failure of its agents, employees, and representatives and that a violation of any duties and obligations that arise out of this Agreement by ERO’s agent, employee, or representative shall be deemed to be the ERO’s violation.
ERO represents and warrants on its behalf and on behalf of ERO’s Employees and Representatives that:
all information disclosed to Refundo in connection with the application process is true, accurate, and complete;
to ERO’s knowledge, none of ERO’s Employees or Representatives have been convicted of any felony;
to ERO’s knowledge, none of its Employees or Representatives have ever been charged with or convicted of (or pleaded guilty, no contest, or been accepted into a pretrial diversion program to) any criminal act constituting, involving or relating to fraud, embezzlement, theft, money laundering, the financing of terrorism or terrorist organizations, the importation of undocumented aliens, receipt of stolen property, or the possession, use, manufacture or distribution of any narcotic or other controlled substance. This Section 9(M)(3) shall be deemed an ongoing representation and
warranty from ERO. ERO shall provide notice to Refundo, within 48 hours of ERO’s knowledge, that any of the foregoing representations or warranties cease to be true at any time during the term of this Agreement. ERO further authorizes Refundo to obtain information regarding the background, including, without limitation, criminal history and police records, credit history, and identity check information regarding ERO, its Employees, and its Representatives. ERO further releases and discharges Refundo, and any person or entity providing information to Refundo, from any and all claims, suits, liabilities, or other actions arising out of any background check performed pursuant to this authorization.
By submitting its application to enroll with Refundo, ERO confirms that it has read and understands the Refundo 2022 ERO Program Agreement, and further that ERO acknowledges and agrees to abide by all of the terms and conditions set forth therein. The Refundo 2022 ERO Program Agreement shall be deemed to be signed and executed by ERO at the date and time ERO submits its application to enroll with Refundo.