Terms of Service

 

The “Company” and “We” means TriumphPay and “You” and “Your” means the users who are properly registered to use the Carrier Portal, Factor Portal or Payor Portal.

 

Acceptance of the Terms of  Use

 

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of all triumphpay.com subdomains, including any content, functionality, and services offered on or through triumphpay.com (the “Website”).  Please read the Terms of Use carefully before you start to use the Website.  By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.triumphpay.com/privacy-policy, incorporated herein by reference.  If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.  This Website is offered and available to users who are properly registered to use the Carrier Portal, Factor Portal or Payor Portal.

 

Changes to the Terms of Use

 

We may revise and update these Terms of Use from time to time in our sole discretion.  All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.  However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.  Your continued use of the Website following the posting of revised Terms of Use means that you unconditionally accept and agree to the changes.  You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

 

Accessing the Website and Account Security

 

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice.  We will not be liable if for any reason all or any part of the Website is unavailable or inaccessible at any time or for any period.  From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.  You are responsible for:

 

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who are employed or associated with you and who access the Website, whether or not through your internet connection, are aware of these Terms of Use and comply with them.

 

Intellectual Property Rights

 

The Website and its entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material land are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

 

Trademarks

 

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors.  You must not use such marks without the prior written permission of the Company which permission may be denied or withheld in Company’s sole and exclusive discretion.  All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

 

Prohibited Uses

 

You may use the Website only for lawful purposes and in accordance with these Terms of Use.  You agree not to use the Website:

 

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

 

  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

 

  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.

 

  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” chain letter,” spam,” or any other similar solicitation.

 

  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

 

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

 

Additionally, you agree not to:

 

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

 

  • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

 

  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

 

  • Use any device, software, or routine that interferes with the proper working of the Website.

 

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

 

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

 

  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

 

  • Otherwise attempt to interfere with the proper working of the Website.

 

Reliance on Information Posted

 

The information presented on or through the Website is made available solely for payment processing purposes.  We do not warrant the accuracy, completeness, or usefulness of this information.  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

 

Delivery of Communications Seeking Redirection of Payments

 

TriumphPay’s Payment Processing Program includes a Factor Portal by which all parties financially responsible for the payment of Motor Carrier Invoices (“Payors”) may submit Motor Carrier Invoices to TriumphPay and which may result in TriumphPay issuing payments to Motor Carriers.  The Factor Portal consists of one or more TriumphPay web pages that are made available to persons who have been assigned (“Assignees”) by a Motor Carrier (the “Assignor”), the right to receive payment of Motor Carrier Invoices.  Assignees may deliver written notices (a “9-406 Notice”) to TriumphPay that satisfy the requirements of 9-406 of the Uniform Commercial Code (“UCC”) seeking to direct TriumphPay to pay the Assignees in lieu of the paying the Motor Carriers.  All registered users who are authorized to use the TriumphPay Factor Portal and seek to deliver to TriumphPay a 9-406 Notice, must fully satisfy each of the following conditions before TriumphPay will, in its sole and exclusive discretion, which may be withdrawn at any time, with or without notice to any Assignee, accept and/or honor any 9-406 Notice:

 

  • Each 9-406 Notice must be in connection with a single Motor Carrier;

 

  • Each 9-406 Notice that identifies a Motor Carrier who may be dealing with multiple surface freight transportation Brokers must specifically identify the name of a surface freight transportation Broker with whom the Assignor has a payment relationship; and

 

  • Each 9-406 Notice must be transmitted exclusively to Triumph as follows: ________________.

 

Nothing contained in this section shall constitute any form of admission or acknowledgment by TriumphPay that TriumphPay is governed by 9-406 of the UCC and/or qualifies as an account debtor, or, cause any form of estoppel or waiver of  TriumphPay’s right to seek interpleader relief in connection with any funds held or payable in connection with TriumphPay’s Payment Processing Program and that may be in dispute as to who is entitled to such funds.

 

Any Assignee using the Factor Portal or otherwise delivering any form of 9-406 Notice to TriumphPay, is deemed to acknowledge that if TriumphPay issues any form of physical letter or electronic record informing the Assignee that the   9-406 Notice is defective or must be amended (a “Rejection Notice”), the receipt of such Rejection Notice shall be presumed to constitute TriumphPay’s request that the Assignee reasonably identify the rights assigned and/or seasonably furnish reasonable proof that the assignment has been made before any redirection of payments need be made.  Reasons for the issuance of a Rejection Notice may include, but not be limited to: (1) a Surface Freight Transportation Broker, as Payor, is not properly identified or registered as a broker under Title 49 of the United States Code, 49 U.S.C. § 13904, as amended; (2) there is no evidence that the Motor Carrier, as Assignor, is associated with a Payor, as Assigne; (3) there is an existing 9-406 Notice from a different Assignee on file with TriumphPay and no release of the prior 9-406 Notice has been provided; (4) the Motor Carrier name and/or Motor Carrier Operating Number are not correctly associated; or (5) there is insufficient information to establish that the Assignee is a valid entity or authorized registered user.

 

Any Assignee that uses the Factor Portal expressly acknowledges and agrees that TriumphPay, in connection with any form of 9-406 Notice delivered to TriumphPay in compliance with these Terms of Use, shall, in its sole and exclusive discretion, have the option of either paying an Assignee by ACH, per Broker, or, by issuing one or more aggregate ACH payments (i.e., batch processing) to an Assignee for payment of multiple Brokers.  TriumphPay will maintain in its Carrier Portal, Factor Portal and/or Payor Portal remittance details as to the date and amount of payments made by the Payors and the Motor Carrier invoices paid.

 

 

 

 

Changes to the Website

 

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date.  Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

 

Information About You and Your Visits to the Website

 

All information we collect on this Website is subject to our Privacy Policy https://www.triumphpay.com/privacy-policy.   By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

 

Links from the Website

 

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only.  This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.  If you decide to access ay of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions for use for such websites.

 

Disclaimer of Warranties

 

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any lost data.  TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

 

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK.  THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.  WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

 

 

Limitation on Liability

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS 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 THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Governing Law and Venue

 

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

 

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the County of Dallas.  You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

Entire Agreement

 

The Terms of Use and our Privacy Policy, Terms of Sale, Payment Processing Agreement and QuickPay Terms constitute the sole and entire agreement between you and TriumphPay regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

 

 

Advance Business Capital LLC d/b/a TriumphPay.com is an operating subsidiary of TBK Bank, SSB (Member FDIC and Equal Housing Lender). Triumph Bancorp, Inc. is a financial holding company with a diversified line of community banking, commercial finance and asset management activities that trades on the NASDAQ Global Select Market under the ticker symbol TBK.