STRATEGIC RESELLER AGREEMENT
This agreement is made ______________, 1999 between US Merchant Systems, Inc.,
herein known as USMS, having principal offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, and: ________________, with principal offices located at:
______________________________ herein known as "RESELLER"
WITNESSETH:
Whereas RESELLER shall offer for sale merchant accounts and credit card POS
equipment and software that shall be provided by USMS, and whereas USMS desires
to offer merchant accounts, and POS equipment to RESELLER for release to its
customers, and USMS shall pay commissions to RESELLER for such sales, the
parties do agree as stated in the covenants included herein.
Whereas the term POS equipment shall include any terminals, printers, software
or Internet Commerce Solution which shall be purchased or leased by customers of
RESELLER for the purpose of processing credit card and electronic check
transactions.
1.0 Duties of USMS:
1.1 USMS shall make available a credit card merchant account
application and services to clients of RESELLER and shall
utilize its best efforts to provide prompt, professional and
courteous service to RESELLER customers, and to resolve any
service issues in timely fashion.
1.2 USMS will perform the following functions for fulfillment and
service of sales performed by RESELLER:
- Documentation of sales prepared and delivered to customers
- Processing of all applications and payments
- Lease credit scoring and documentation
- Lease verification and funding
- Inventory purchasing
- POS equipment and software programming
- Shipping
- Merchant installation and training
- Documentation of special stipulations
- Follow up and customer service
- Collections and charge backs
- Data entry, data base management and reporting
- Set up of IntelliPAY software and training
- Prompt calculation and payment of profits toRESELLER
- RESELLER training as needed
1.3 USMS will pay commissions to RESELLER as outlined in schedule
A.
1.4 USMS will pay all commissions to RESELLER, from sales made by
RESELLER, as follows: All commissions as outlined in schedule
A, within 5 business days of completion of funding whether by
cash or be a leasing company.
1.5 USMS will provide a status report to RESELLER as requested,
for all sales in progress.
1.6 USMS will provide on-line training and support materials for
products and services to be sold by RESELLER representatives,
to be executed within 30 days of this agreement.
1.7 USMS will establish and maintain a system for on-line
applications and order processing for RESELLER clients.
1.8 USMS will provide an account executive/liaison to assist
RESELLER with the merchant account program.
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1.9 USMS will provide marketing assistance as needed and within
reason. Such assistance may include establishment of
brochures, newsletter articles, participation in RESELLER
conference calls with members, event appearances, web site and
on-line application integration, sales support, order form
design and more.
2.0 Duties of RESELLER:
2.1 RESELLER agrees to offer for sale to or lease by its customers
a package which includes POS equipment, and credit card
merchant accounts to be provided exclusively by USMS for the
term of this agreement.
2.2 RESELLER will perform the following functions to facilitate
all sales:
- Initiate contact to prospects and provide information
regarding the merchant account program.
- Complete a one page "Quick Application" and order form
with all of the customer's information.
- Properly and completely disclose all fees and charges to
the customer.
- Promptly submit quick applications and payment
information to USMS for processing.
- Ensure that RESELLER representatives are properly and
ethically representing all products and services provided
by USMS and IntelliPAY.
2.3 RESELLER agrees that commissions to RESELLER shall be advanced
within 5 business days of completion of funding to USMS,
however such commission shall not be deemed as fully earned
until RESELLER'S client has executed client's first
electronically debited lease payment-in the event of a lease.
RESELLER authorizes USMS to reverse commissions to RESELLER in
the amount equal to the amount of commission received by
RESELLER in the event that USMS must refund to the leasing
company funding for any sale in which the client has not made
client's first electronic lease payment.
2.4 RESELLER acknowledges that USMS is obligated to adhere to the
rules and regulations as set forth by VISA, Mastercard,
American Express, Discover, any acquiring banks, credit card
processors as well as federal, state and local laws, RESELLER
agrees that it will abide by any rules, and regulations, or
instructions concerning these rules and regulations as
presented to RESELLER by USMS.
RESELLER agrees not to publish any advertisement offering
USMS' credit card processing which has not been authorized in
writing by USMS.
2.5 RESELLER agrees that USMS may, at its sole discretion, select
any vendors and service providers needed to fulfill its
functions of this agreement.
2.6 RESELLER acknowledges that USMS shall put forth time, effort
and monetary expense towards the success and fulfillment of
this program. Such shall include, but not be limited to
acquisition and training of additional personnel, operational
costs, and investment in marketing and materials. RESELLER
acknowledges that violation of exclusivity by RESELLER, or
termination of this agreement prior to the end of its term may
cause monetary losses to USMS to which RESELLER may be liable.
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3.0 Mutual Covenants:
3.1 Term:
The term of this agreement shall be for 1 year from the date
of execution and shall automatically renew each successive
year thereafter on the anniversary date of this agreement,
unless cancelled in writing by other party with 30 days
notice.
3.2 Breach:
In the event of breach of this agreement the offended party
shall provide written notification of such breach to the
offending party. The offending party shall then be provided 30
days to cure said breach. In the event such breach is not
cured, the offended party shall have the right to immediately
cancel this agreement.
3.3 Confidentiality:
All parties agree not to disclose the terms of this agreement
to any third party without the express written agreement of
the other parties.
All parties acknowledge that each may from time to time have
access to certain proprietary or non-public information of the
other, including but not limited to agreements, price
schedules, customer list, financial information, or other
business material marked "Proprietary" or "Confidential"
("Confidential Information"). Both parties agree that
Confidential Information shall be held and treated as
confidential and will be made available only on a need-to-know
basis to authorized employees. Confidential Information will
not be divulged to any third party, except as required by law,
government regulatory body or ruling of a court of competent
jurisdiction over the parties.
3.4 Non-Circumvention:
Both RESELLER and USMS agree that during the term of this
agreement, and for a period of 1 year thereafter, neither
RESELLER nor USMS shall solicit employees, agents, affiliates,
clients, distributors or members to end their business
relationship with the other party. RESELLER acknowledges that
USMS shall compensate RESELLER for each new client that
establishes services with USMS as provided by RESELLER.
RESELLER agrees not to solicit or recommend that these clients
end their relationship with USMS, or default on any obligation
to USMS, USMS' leasing companies or third party processors.
RESELLER acknowledges that such circumvention between USMS and
clients will cause monetary damages to USMS to which RESELLER
shall be liable.
3.5 Notice:
Any notice required pursuant to this Agreement shall be in
writing shall be deemed to have been given on the day
postmarked by the United States Postal Service, by certified
mail, return receipt requested, and postage prepaid, or in
overnight courier addressed as set forth below:
If to RESELLER: If to USMS:
__________________________ US Merchant Systems, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/CEO
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3.6 Assignment:
USMS reserves the right to assign this Agreement entirely and
solely to any subsidiary or affiliate of USMS if USMS deems
such assignment may properly enable better service or ease of
fulfillment of duties described herein.
RESELLER may assign this agreement to an affiliated party upon
the written consent of USMS, which shall not be unreasonably
withheld.
3.7 Waiver:
Failure on the part of any party to exercise any rights or
privileges granted to it or to insist upon the full
performance of all obligations assumed by the other party
shall not be construed as waiving such rights, privileges,
obligations or duties, or as creating any custom contrary
hereto. Any waiver of any right, privilege, duty or obligation
by either party shall not operate beyond its term.
3.8 Force Majeure:
All parties agree that all parties will not be liable for any
loss, expense or cost incurred by any party, any Affiliate or
customer or any other person or entity resulting from the
failure of any party to perform under this Agreement due to
causes beyond the reasonable control of either party,
including but not limited to war, fire, explosions, acts of
GOD, power failures, Government priorities, labor stoppage,
ill employees, supplier failure or delay, civil disorder, or
breakdown or malfunction of utilities, communication systems,
machinery, computers, transportation facilities or other
equipment of any nature: provided, however, that all parties
shall take all reasonable, practical and necessary steps in
such event or events to affect prompt resumption of
performance hereunder.
3.9 Severability:
Any finding by a court of competent jurisdiction of the
invalidity of any part of this Agreement shall not affect the
validity of any of the remaining provisions of this Agreement.
3.10 Venue:
The parties agree that any disputes pursuant to this agreement
shall be resolved through binding arbitration via the American
Arbitration Association in Alameda County, California.
3.11 Remedy:
All parties agree that in the event of a material breach of
this agreement which has not been rectified upon notification
in writing in 30 days, that the offended party or parties
shall be entitled to fair and proper remedy as may be
adjudicated. Such remedy shall include, but may not be limited
to amounts owed under this agreement, time and expenses of
collection, loss of potential revenue and reasonable attorneys
fees, and shall be determined by arbitration as per 3.8 above.
3.12 Entire Agreement:
This agreement constitutes the entire Agreement between the
parties for the purpose of RESELLER resale of USMS and
IntelliPAY products and services. No modification or amendment
to this Agreement shall be effective until set forth in
writing, executed by the parties and attached as an amendment
hereto.
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Agreed and accepted by all parties:
RESELLER: USMS:
______________________ Date: ________ _________________________ Date: ________
Schedule A: Cost of products and override on product sales.
Pacific Webworks (PWEB) will work on the following cost schedule for any self
generated sales (sales of USMS products to its own leads):
1. PWEB will pay USMS the sum of $599.00 on any IntelliPay Commerce System
sold, with or without Merchant Account.
Pacific Webworks (PWEB) will work on the following cost schedule for back-end
sales to the customer list of USMS:
1. PWEB will pay USMS the sum of $800.00 for each IntelliPay Commerce
System sold, with or without Merchant Account.
2. PWEB will pay USMS the sum of 10% of the gross sale amount of any
Webtool(s), component(s), and upgrade(s).
Authorized by RESELLER: Authorized by USMS:
______________________ Date: ________ _________________________ Date: ________