Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the website located at overdue.inc, the online dashboard, and all related products provided by Overdue LLC("Overdue," "we," "us," or "our") (collectively, the "Platform").

These Terms govern your access to and use of the Platform, including the submission of information about past-due accounts to Overdue for diligence and evaluation. They do not, by themselves, engage Overdue to collect any account or purchase any debt. Substantive collection and debt-purchase services are governed by separate written agreements as described in Section 2.

By creating an account, accessing the Platform, or otherwise using the Platform, you (the "Client" or "you") agree to be bound by these Terms and by the Overdue Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, do not use the Platform.

About Overdue

Overdue LLC is a Delaware limited liability company with its principal place of business at 111 NE 1st Street, Suite 8125, Miami, Florida 33132.

Overdue is a debt-resolution platform serving creditors and originators across two service lines: Direct Collection Services (contingency-based collection on accounts the Client retains) and Purchase Services (cash purchase of accounts by assignment to Overdue). Overdue is not a law firm and does not provide legal services. Legal services that may be undertaken in connection with collection are provided by independently licensed partner attorneys under separate engagement letters as described in the applicable Service Agreement (defined below).

1. Eligibility and Account Authority

1.1 Account Creation

To access the Platform, you must create a Client account through the dashboard at overdue.inc. You must be at least eighteen (18) years old and authorized to act on behalf of the Client. You will provide accurate, current, and complete information at registration and will keep that information current.

1.2 Authorization

You represent and warrant that you have full authority to enter into these Terms on behalf of the Client and to bind the Client to these Terms and to any Service Agreement subsequently executed by you on the Client's behalf through the Platform.

1.3 Account Security

You are responsible for maintaining the confidentiality of your Platform credentials and for all activities that occur under your account. You will notify Overdue promptly of any unauthorized use of your account or any other breach of security.

2. Service Agreements

2.1 Separate Agreements Required

Engagement of Overdue's collection or debt-purchase services requires a separate written agreement (each, a "Service Agreement") in addition to these Terms. The applicable Service Agreement depends on the service line selected:

• Direct Collection Services are governed by the Master Collection Services Agreement ("MCSA") between Client and Overdue.
• Purchase Services are governed by the Master Receivables Purchase Agreement ("MRPA") between Client and Overdue, with each specific account or portfolio purchase documented by an executed Bill of Sale and Assignment of Claim.

2.2 Order of Precedence

In the event of any conflict between these Terms, a Service Agreement, or a per-transaction document (such as a Bill of Sale or Account Placement Form), the order of precedence shall be: (i) the per-transaction document; (ii) the applicable Service Agreement; (iii) the Overdue Privacy Policy; and (iv) these Terms. These Terms govern only matters not addressed by a Service Agreement.

2.3 No Obligation to Engage

Creating a Client account, agreeing to these Terms, and submitting information about an account for diligence as described in Section 3 do not obligate Client to engage Overdue's services and do not obligate Overdue to accept any account submitted or to extend any purchase offer. Substantive engagement occurs only upon execution of a Service Agreement and acceptance of a Case under that Service Agreement.

3. Account Submission and Diligence

3.1 Submission for Diligence

The Platform allows Client to submit information about past-due accounts ("Submitted Information") for Overdue to evaluate and diligence. Submission may be made through the dashboard intake form (typically including debtor identification, account amount, due date, and optional supporting documentation) or by bulk upload (including without limitation CSV portfolio uploads). Each submission, whether single-account or bulk, is treated as a request for Overdue to evaluate the submitted account or portfolio for potential engagement under one of the Service Agreements; no submission constitutes an offer, acceptance, or commitment by either party absent execution of a Service Agreement.

3.2 Client Authority to Submit

By submitting any Submitted Information through the Platform, Client represents and warrants that: (a) Client has the legal right to provide the Submitted Information to Overduefor the purpose of diligence and potential engagement; (b) Client's provision of the Submitted Information to Overduedoes not violate any applicable law, contractual restriction, or duty of confidentiality owed to any third party; (c) where the Submitted Information includes nonpublic personal information of a consumer within the meaning of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., Client has the right to disclose such information to Overdueunder one of the exceptions of 15 U.S.C. § 6802(e) (including, without limitation, in connection with servicing or processing the financial product or transaction, or as necessary to effect, administer, or enforce a transaction requested by the consumer); and (d) Client has provided any privacy notices and obtained any consents required by applicable law in connection with such disclosure.

3.3 Permitted Use of Submitted Information

Overdue will use Submitted Information solely for the following purposes: (a) to conduct diligence on the submitted account or portfolio, including solvency screening, bankruptcy verification, statute-of-limitations review, account-characterization assessment (commercial or consumer), documentation evaluation, and skip tracing; (b) to determine whether to accept the account or portfolio under a Service Agreement and, if so, under which service line; (c) to formulate a Purchase Services offer where applicable; (d) to communicate with Client regarding the submission; (e) to comply with applicable law, regulation, legal process, or governmental or regulatory request; and (f) for internal recordkeeping, audit, and compliance purposes. Overdue will not use Submitted Information for any other purpose absent execution of a Service Agreement covering the submitted account or portfolio.

3.4 Confidentiality of Submitted Information

Overdue treats all Submitted Information as confidential. Overdue will not disclose Submitted Information to any third party except: (a) to Overdue's service providers (including without limitation cloud hosting providers, skip tracing services, identity verification services, and document management providers) under contractual confidentiality obligations and solely to the extent necessary to perform the diligence functions described in Section 3.3; (b) as required by law, regulation, court order, subpoena, or governmental or regulatory request; (c) as necessary to defend or assert legal claims; (d) with Client's prior written consent; or (e) following execution of a Service Agreement, as permitted under that Service Agreement and the Privacy Policy. Overdue maintains administrative, technical, and physical safeguards reasonably designed to protect Submitted Information against unauthorized access, use, or disclosure, in accordance with Overdue's Written Information Security Program adopted pursuant to the Federal Trade Commission's Safeguards Rule, 16 C.F.R. Part 314.

3.5 Disposition If No Engagement Results

If Overdue declines to accept a submitted account or portfolio, if Client does not accept a Purchase Services offer extended by Overdue, or if the parties otherwise do not execute a Service Agreement covering the Submitted Information within a reasonable period after submission, Overdue will: (a) cease active use of the Submitted Information for any purpose other than as required by applicable law or for internal recordkeeping and compliance; (b) retain the Submitted Information only for the period reasonably necessary to support legal, audit, regulatory, or dispute-resolution requirements, in accordance with Overdue's data retention schedule; and (c) upon Client's written request, delete or return the Submitted Information, subject to retention requirements under applicable law and Overdue's recordkeeping obligations. The confidentiality obligations of Section 3.4 survive any decision not to engage.

3.6 No Public Disclosure of Submission

Overdue will not publicly disclose the fact that Client has submitted Submitted Information, the contents of any submission, or any aspect of any diligence outcome, except as permitted under Section 3.4.

3.7 Bulk Uploads

Client may submit information about multiple accounts through bulk-upload functionality (including without limitation CSV upload). The representations, warranties, and obligations set forth in this Section 3 apply to each account included in any bulk upload. Where a bulk upload includes nonpublic personal information of a number of consumers, Client acknowledges the heightened sensitivity of such submissions and warrants that Client has the authority and necessary permissions to provide each consumer record under applicable federal and state privacy laws.

3.8 Aggregated and De-Identified Data

Notwithstanding any other provision of this Section 3, Overdue may use aggregated, de-identified, or anonymized information derived from Submitted Information for internal analytics, benchmarking, product improvement, and the training and refinement of Overdue's models and algorithms, provided that such use does not identify Client, any debtor, or any specific submission.

4. Use of the Platform

4.1 License

Subject to these Terms, Overdue grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for purposes of evaluating, engaging, and managing Overdue's services.

4.2 Acceptable Use

Client will not, and will not permit any third party to: (a) reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Platform; (b) modify, adapt, or create derivative works based on the Platform; (c) use the Platform to send unsolicited communications, to violate applicable law, or to infringe any third party's rights; (d) attempt to gain unauthorized access to the Platform or to any other Client's account; (e) use any automated means (bots, scrapers, crawlers) to access the Platform except through documented APIs; or (f) use the Platform to compete with Overdue or to develop a competing product or service.

4.3 Artificial Intelligence

The Platform incorporates artificial intelligence in various functions, including communications generation, document review, response classification, diligence support, and operational analytics. Client acknowledges that artificial-intelligence-generated outputs may occasionally contain errors and that not every Platform-generated output is reviewed by a human prior to use. Overdue maintains quality auditing of artificial-intelligence outputs but does not warrant their accuracy in any specific instance.

5. Data and Privacy

Client's use of the Platform and any information processed in connection with it is governed by the Overdue Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, Client consents to the collection, use, sharing, and retention of information as described in the Privacy Policy.

Client retains ownership of account data, debtor information, and other Submitted Information that Client provides to or through the Platform. Overdue retains ownership of the Platform itself, including all software, artificial-intelligence models, analytics, templates, and processes. The respective rights of the parties with respect to debtor information processed in connection with collection or purchase activities after execution of a Service Agreement are addressed in the applicable Service Agreement.

6. Intellectual Property

The Platform — including all content, features, functionality, software, artificial-intelligence models, templates, designs, names, logos, and trademarks — is owned by Overdue or its licensors and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms transfers any right, title, or interest in the Platform to Client other than the limited license granted in Section 4.1.

Any feedback, suggestions, or recommendations Client provides regarding the Platform may be used by Overdue without restriction or compensation to Client.

7. Confidentiality

Each party will treat as confidential any non-public information disclosed by the other party in connection with use of the Platform, including without limitation Overdue's pricing methodology, diligence methodology, technical implementation, and product roadmap, and Client's account submissions, business operations, and pricing information. Neither party will disclose the other's confidential information to any third party except as necessary to perform under these Terms or as required by law. Confidentiality obligations specific to Submitted Information are addressed in Section 3.4; confidentiality obligations specific to debtor information processed after execution of a Service Agreement are governed by the Privacy Policy and the applicable Service Agreement.

8. Compliance with Laws

Each party will comply with all applicable federal, state, and local laws and regulations in connection with its use of the Platform. Overdue's substantive compliance commitments in connection with collection and debt-purchase activities are addressed in the Privacy Policy and in the applicable Service Agreement.

9. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF DEALING. OVERDUE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. OVERDUE DOES NOT WARRANT ANY PARTICULAR OUTCOME OF ANY DILIGENCE OR THAT ANY SUBMITTED ACCOUNT OR PORTFOLIO WILL BE ACCEPTED FOR ANY SERVICE LINE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OVERDUE, ITS PARENT AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF OVERDUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OVERDUE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THESE TERMS EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).

The limitations in this Section 10 apply only to claims arising out of these Terms or use of the Platform. Liability arising out of any Service Agreement is governed by the limitation-of-liability provisions in that Service Agreement.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless Overdue, its parent and affiliates, and their respective officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) Client's breach of these Terms; (b) Client's misuse of the Platform; (c) Client's breach of the representations and warranties in Section 3.2 concerning the right to submit information to Overdue; (d) any infringement or misappropriation of Overdue's intellectual property; or (e) Client's violation of any applicable law or regulation in connection with use of the Platform or submission of Submitted Information. Indemnification obligations relating to substantive collection or debt-purchase activities after execution of a Service Agreement are governed by the applicable Service Agreement.

12. Term and Termination

12.1 Term

These Terms commence upon Client's acceptance and continue until terminated as provided in this Section 12.

12.2 Termination by Client

Client may close its Platform account at any time by contacting support@overdue.inc.

12.3 Termination by Overdue

Overduemay suspend or terminate Client's access to the Platform at any time, with or without cause and with or without notice, including without limitation for violation of these Terms, fraud, misuse of the Platform, conduct Overdue determines is harmful to the Platform or other Clients, or business considerations.

12.4 Effect on Service Agreements

Termination of these Terms does not, by itself, terminate any Service Agreement. Termination and survival of obligations under any Service Agreement are governed by that Service Agreement. Active Cases under any Service Agreement, and any account previously assigned to Overdue under the MRPA, continue to be governed by the applicable Service Agreement.

12.5 Survival

Sections 3.3 (Permitted Use), 3.4 (Confidentiality of Submitted Information), 3.5 (Disposition If No Engagement), 3.6 (No Public Disclosure), 3.8 (Aggregated Data), 6 (Intellectual Property), 7 (Confidentiality), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12.4 (Effect on Service Agreements), 12.5 (Survival), 13 (Dispute Resolution), 14 (Governing Law), and 15 (General Provisions) survive termination of these Terms.

13. Dispute Resolution and Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or use of the Platform (and not arising out of a Service Agreement, which is governed by the dispute resolution provisions of that Service Agreement) shall first be attempted to be resolved through good-faith negotiations between the parties for a period of thirty (30) days. If the dispute is not resolved within that period, it shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Miami, Florida, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16.

CLASS ACTION WAIVER. CLIENT AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties consent to the personal jurisdiction of, and venue in, such courts.

15. Modifications to Terms

Overduemay modify these Terms at any time by posting the revised Terms on the Platform. Material changes will be communicated via email to the address associated with the Client account at least thirty (30) days before they take effect, except where a shorter notice period is required by law. Client's continued use of the Platform after the changes take effect constitutes acceptance of the modified Terms. If Client does not agree to the modified Terms, Client may close its Platform account.

16. General Provisions

16.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.2 No Waiver

No failure or delay by Overdue in exercising any right under these Terms shall operate as a waiver, and no single or partial exercise shall preclude any further exercise of that or any other right.

16.3 Assignment

Client may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, without Overdue's prior written consent. Overdue may freely assign these Terms in connection with a merger, acquisition, financing, or sale of assets, or to an affiliate.

16.4 Force Majeure

Overdue is not liable for any delay or failure to perform resulting from causes outside Overdue's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, telecommunications or power failures, or third-party service-provider outages.

16.5 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between Client and Overdue with respect to the Platform. Engagement of Overdue's collection or debt-purchase services is governed by the applicable Service Agreement and any per-transaction document executed thereunder, which together with these Terms and the Privacy Policy constitute the complete agreement of the parties with respect to such services. In the event of a conflict, the order of precedence set forth in Section 2.2 controls.

16.6 Notices

Notices to Overdue shall be sent to support@overdue.inc and to the mailing address set forth in Section 17. Notices to Client shall be sent to the email address associated with the Client account.

17. Contact Information

If you have questions about these Terms, please contact us at:

Overdue LLC
111 NE 1st Street, Suite 8125
Miami, Florida 33132
Email: support@overdue.inc
Website: overdue.inc