Place a CARE Account, New Clients

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Altus Global Trade Solutions

Contract for Collection Services.
PLEASE READ CAREFULLY THE FOLLOWING ALTUS
GLOBAL TRADE SOLUTIONS (“ALTUS”) CONTRACT FOR
COLLECTION SERVICES (“CONTRACT”), AND INDICATE
BELOW WHETHER YOU ACCEPT OR DO NOT ACCEPT THE
TERMS AND CONDITIONS OF THIS CONTRACT. THE TERM
“YOU” USED THROUGHOUT THIS CONTRACT REFERS TO
YOUR COMPANY. IMPORTANT: BY INDICATING BELOW
THAT YOU “ACCEPT”, YOU ENTER INTO A LEGALLY
BINDING CONTRACT WITH ALTUS TO OBTAIN COLLECTION
SERVICES SUBJECT TO THE TERMS AND CONDITIONS IN
THIS CONTRACT. IF YOU DO NOT UNDERSTAND THE TERMS
AND CONDITIONS OF THIS CONTRACT, PLEASE SEEK
ADVICE OF AN ATTORNEY. THE TERMS AND CONDITIONS
OF THIS CONTRACT MAY ONLY BE AMENDED OR MODIFIED
PURSUANT TO A WRITTEN AGREEMENT WHICH REFERS TO
THIS CONTRACT IS SIGNED BY BOTH YOU AND ALTUS.

WITNESSETH:

WHEREAS, you have unpaid commercial accounts which you desire
Altus to collect, and WHEREAS, Altus is qualified to collect such
unpaid accounts, and desires to handle such accounts as may be
referred by you. NOW, THEREFORE, IN CONSIDERATION OF
THE MUTUAL COVENANTS HEREIN CONTAINED, THE
PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE 1 COLLECTION SERVICES AND WEBSITE

1.1 Altus Collections Services. Altus is a full service commercial debt
collection company providing receivables management and collection
services for every phase in the accounts receivable life cycle
(“Collection Services”). Information regarding our Collection Services
and accounts you have placed with us for collections will be delivered
to you telephonically, online, or via email, fax, U.S. mail or overnight
courier, to the contact person indicated on the Altus Collection
Enrollment Form you executed and submitted to Altus (“Enrollment
Form”). The Collections Services include both Altus Account
Receivable Express Primary Phase collections (“C.A.R.E. Collections”)
and the Secondary Phase contingent collections (“Contingent
Collections”). The specific Collection Services to be provided to you
by Altus are described in the Enrollment Form and such amendments
thereto which you submit to Altus from time to time. The Enrollment
Form, and amendments thereto, accepted by Altus shall become part of
this Contract, and be incorporated herein.

1.2 Collection Methods. Altus agrees to undertake on your behalf the
collection of such commercial accounts as you decide to place with us
for the purpose of collection, and to use due diligence and employ such
lawful means, methods, and procedures as in its accounts. For C.A.R.E.
Collections you hereby authorize us to instruct your account debtors to
remit payment to you and in Contingent Collections you hereby
authorize us to instruct your account debtors to direct payment to us,
and hereby authorize us to endorse for deposit, collection payments
received by us on accounts placed by you, unless otherwise provided
for in the Enrollment Form. Any provisions as specified on your
enrollment form with regard to Collection Methods will supersede the
default handling as specified

In this section (1.2), you agree that the accounts placed with us have
not been nor will be placed with a third party for collection.
1.3 Use of Your Name. Altus may only refer to you as the
creditor/client when contacting debtors to collect on accounts referred
to Altus for collection. Altus is strictly prohibited from using your
name in reference to the debtor’s credit status or otherwise as a credit
reporting agency. Permitted reference to your name may only be made
when Altus is undertaking collection actions on your behalf.

1.4 Inspection. You may, at any reasonable time and upon reasonable
prior written notice, conduct an on-site inspection and audit of any and
all records of Altus that pertain to accounts referred to us under this
Contract.

1.5 Website. In order to agree to the terms and conditions of this
Contract and receive Collection Services you have selected you will
need access to the Altus website at http://www.TrustAltus.com
(“Website”). Your access to the Website shall be in accordance with
the procedures and instructions provided for in the Website tutorial
(“Website Tutorial”). Altus has provided you with a user identifier
(“User ID”) and a password (“Password”). You shall be entirely
responsible for maintaining the confidentiality of the Password and
your User ID and for any and all activities that occur under your User
ID, including, without limitation, for any Collection Services ordered
under such User ID. In addition, you agree to notify Altus immediately
of any unauthorized use of your User ID or any other breach of security
related to the Website. Altus will not be liable for any loss that you may
incur as a result of third party use of your User ID, either with or
without your knowledge. You are responsible and liable for losses
incurred by Altus due to third party use of your User ID and Password.

ARTICLE 2 REMITTANCE, EXPENSES AND FEES

2.1 C.A.R.E Collections. The collection fee due on C.A.R.E. Collection
accounts placed with Altus will be specified on the Enrollment Form or
such amendments (“C.A.R.E. Fee”). C.A.R.E. Collection services shall
only be provided on placed accounts if Altus has received full payment
of the C.A.R.E. Fee specified in the Enrollment Form and amendments
thereto.

2.2 Contingent Collections. (a) Contingency Fee. You agree to pay
Altus a contingency fee on all Contingency Collection account debtor
payments made to you or to us in connection with accounts you placed
for Contingency Collections under this Contract (“Contingency Fee”).
The judgment, discretion, and experience we believe will best effect the
collection of such Enrollment Form or amendment thereto. (b)
Litigation Administration Fees. No litigation action will be instituted
by us in connection with Contingent Collection accounts placed by you
without prior written consent from you. Such litigation will be handled
by a local attorney and amounts collected will be subject to an attorney
contingency fee agreed to by you, in writing. We both agree that your
written consent to the foregoing can be provided in hardcopy or via
email to us. On such litigation actions instituted by us you agree to pay
us a contingency litigation administrative fee using the percentage
specified in the Enrollment Form (“Litigation Administration Fees”),
plus all court filing fees and related costs (“Court Costs”). You agree to
pay us in advance of instituting litigation on your behalf an amount
necessary to cover the projected Court Costs. We will not be required
to initiate litigation unless you have paid to us the invoiced projected
Court Costs. We may not compromise or settle any litigation actions
instituted by us on your behalf except with prior written consent from
you. (c) Invoicing. We shall invoice you for (i) the Fee on all funds
remitted to you by us or to you by the account debtor in connection
with accounts placed with us for Contingency Collections, (ii) for
Litigation Administration Fees we have incurred on your behalf and
(iii) for projected Court Fees. You agree to pay all such fees within ten
(10) days of the invoice date.

2.3 Remittance. Altus agrees to remit to you once per month all monies
collected on accounts placed by you with us for C.A.R.E Collections
and Contingent Collections, and received by us, including interest
obtained on accounts reduced to judgment. You agree that Altus may
set off the following against any such monies collected and received by
us: (i) any Fees due to us on amounts collected in connection with
accounts placed by you, (ii) any Litigation Administrative Fees, Court
Fees or any other amounts due to us, (iii) any amount remitted to you
that is related to debtor payments received in the form of a check which
cannot be cashed due to insufficient funds or other reason, and (iv) any
payments remitted to you that are related to a debtor credit card
payment made to us which are subsequently reversed or otherwise not
credited to our account.

2.4 Notification. We agree to promptly inform you of any and all
payments received by us on accounts referred by you for C.A.R.E.
Collections and for Contingency Collections. We shall also inform you
of any Fees, Litigation Administrative Fees and Court Fees and other
amounts which are due and owing from you. Our monthly statement
will show any amounts due by you that have been set off against
remittance amounts payable to you by us. Such monthly statement will
be provided to you concurrently with the monthly remittance payments
to you, and may be delivered to you in hardcopy, or via the Website.

2.5 Expenses. We agree that you will not be liable for any expenses
incurred by us incidental to the collection of accounts on your behalf
except as provided herein.

2.6 Disputes. We agree to promptly inform you of any dispute of any
account referred by you to us for collection.

2.7 Company Reporting. You agree to promptly provide us, in writing,
to the Altus email address provided in the Enrollment Form or such
alternate email address provided by us from time to time, notice of all
payments made directly to you on accounts that you have placed with
us for C.A.R.E. Collections and for Contingency Collections.

ARTICLE 3 INDEMNIFICATION

3.1 Indemnification. We each promise to the other to defend, indemnify
and hold the other’s company and its affiliates and its respective
officers, directors, employees and agents harmless from and against any
and all claims, actions, proceedings, judgments, expenses, damages and
liabilities, including, without limitation, attorney’s fees and court costs,
to the extent resulting from any breach of this Contract by the
indemnifying party or any wrongful act of commission or omission by
it, or its agents, servants, representatives or employees, including,
without limitation, violation of any federal, state or local law, arising
out of the performance of Collection Services or any other provision in
connection with this Contract.

Notwithstanding the foregoing, however, we will not assume any
liability or responsibility relating solely to matters that have occurred
prior to placement of an account with us and are brought to light solely
because of our collection efforts.

3.2 Consequential, Indirect or Incidental Damages. In no event shall
either party, its affiliates and their officers, directors or employees be
liable for any consequential, indirect or incidental damages, whether
foreseeable or unforeseeable, arising out of or relating to this Contract.
The foregoing limitation applies to all causes of actions and claims,
including, but not limited to, breach of contract, breach of warranty,
negligence, strict liability, misrepresentation and other torts.

ARTICLE 4 TERM AND TERMINATON

4.1 Term. This Contract is effective for a period of one (1) year and
shall renew automatically for successive one (1) year periods upon the
same terms and conditions as set forth herein until termination of same
is requested by written notice from either party to the other at least
ninety (90) days in advance of the termination of any one-year period.

4.2 Termination. All accounts referred to Altus under the terms of this
Contract shall remain your property. Any and all documentation and
information regarding such accounts that is forwarded to us by you
must be promptly returned to you upon termination of this Contract or
upon earlier written request by you. Additionally, upon written request
by you, copies of all notes, memoranda, collection letters or other
documents prepared by Altus concerning accounts referred to us shall
be promptly provided to you. Notwithstanding the above, the parties
agree that upon the termination of this Contract by you, Altus may
retain for collection in accordance with the terms hereof any accounts
upon which a partial payment has been made within the year prior to
termination, and any account that we may have placed with attorneys
for collection in accordance with the terms hereof. Fees in accordance
with this Contract shall be credited to Altus for any monies received by
you after termination on those accounts worked by us under the terms
of this Contract and all amounts due and owing to you shall be remitted
to you pursuant to the terms of this Contract.

ARTICLE 5 MISCELLANEOUS

5.1 Governing Law. This Contract shall be subject to and governed by
the substantive laws of the state indicated in the company address you
provided in the Enrollment Form.

5.2 Arbitration. Any dispute arising out of or in connection with this
Contract that cannot be settled through direct discussions between the
parties shall be settled by arbitration before three neutral arbitrators
(selected from a panel of persons having experience and knowledge of
collection services, at least one of which arbitrators shall be an
attorney) from the American Arbitration Association in accordance
with its Commercial Arbitration Rules. Such arbitration shall be located
in the city and state specified in the Enrollment Form. Any provisional
or equitable remedy which would be available from a court of law
(excluding punitive damages) shall be available from the arbitrators to
you or to us. The prevailing party shall be entitled to reasonable
attorneys’ fees. Judgment upon the award of the arbitrators may be
enforced by any court having jurisdiction thereof. You hereby consent
to the non-exclusive jurisdiction of the courts of the state specified in
the Enrollment Form or to any Federal Court located within such state
for any action (i) to compel arbitration, (ii) to enforce the award of the
arbitrators or (iii) at any time prior to the qualification and appointment
of the arbitrators, for temporary, interim or provisional equitable
remedies and to service of process in any such action by registered
mail, return receipt requested, or by any other means provided by law.

5.3 Severability. If any provision of this Contract is found to be
unenforceable or invalid in any context or to any extent, it shall
nevertheless be enforced to the fullest extent allowed by law in that and
other contexts, and the validity and force of the remainder of this
Contract shall not be affected thereof.

5.4 Binding. This Contract shall be binding upon each party, its
successors and assigns.

5.5 Entire Contract. This Contract represents the entire understanding
and agreement of the parties with respect to the subject matter of this
Contract, and supersedes any prior or contemporaneous agreements or
statements relating to the subject matter hereof. This Contract may be
modified or waived only by a separate written agreement expressly
modifying or waiving this Contract and signed by an authorized
representative of each party.

5.6 Waiver. No failure or delay by a party in exercising any right,
power or privilege under this Contract shall operate as a waiver thereof,
nor shall any single or partial exercise of such right, power or privilege
preclude any other or further exercise thereof, or the exercise of any
other right, power or privilege under this Contract.

5.7 Notices. All notices, requests, demands, or communications must
be in writing, delivered personally or by certified, registered, or express
mail or by any overnight delivery service generating a receipt shall be
sent to the addresses indicated below, and to you at the address
specified in the Enrollment Form (or at any other addresses given in
writing by either party to the other). All notices, requests, demands or
communications are effective upon receipt.
Altus
2400 Veterans Blvd., Ste. 300, Kenner, LA 70062
Attn: Mark Lackey
Tel: 504-469-9545
Toll-Free: 800-509-6060
Fax: 504-471-0948

For your company: At the company address you provided in the
Enrollment Form.

I agree to the Terms and Conditions