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Home Explore PA Inntender RS STD with GoToBilling PPF 2.10.16

PA Inntender RS STD with GoToBilling PPF 2.10.16

Published by jewelanissa, 2016-07-20 12:42:28

Description: PA Inntender RS STD with GoToBilling PPF 2.10.16


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DIGITZS PARTNER AGREEMENTTHIS AGREEMENT is entered into by and between Digitzs Solutions, Inc., a Delaware corporationlocated at 100 Wilshire Blvd Suite 940 Santa Monica, CA 90401 (hereinafter referred to as “Digitzs” or“Party”), and You, the Undersigned (hereinafter referred to as the “Partner” or “Party” or in a genderlessreference as “it”) and shall become effective on the last date signed by either Party herein below.WHEREAS, Digitzs is engaged in the activities of processing, among other brands, Visa, MasterCardand American Express card transactions (hereinafter referred to as “Bankcards”), ACH, and otherpayment related transaction processing services for merchants in the United States and world wide (the“Territory”) (hereinafter referred to as “Services” and or Digitzs’ Services) andWHEREAS, Partner is in the business of marketing Services to merchants in the Territory andWHEREAS, Digitzs is desirous of allowing the Partner to independently market the Services under theterms and conditions set forth herein.NOW THEREFORE, in consideration of the premises, mutual promises and covenants contained hereinand the other good and valuable consideration as recited herein, the adequacy and receipt of whicheach of the parties hereby acknowledges, it is agreed as follows:I. TERMUnless terminated by Digitzs with Cause pursuant to Section VIII herein, or by Partner without Cause,the initial “term” of this Agreement shall be three (3) years from the Effective Date and, shallautomatically renew for subsequent one (1) year periods thereafter. During the initial term and anysubsequent renewal terms, Partner shall be one of many non-exclusive Partners soliciting Services onbehalf of Digitzs.II. OBLIGATIONS OF PARTNERA. During the initial and subsequent renewal terms, Partner shall have the following obligations:1. Use its best efforts to market and promote the sale of Services;2. Assist merchants in completing applications to obtain the Services;3. Preserve the good name and reputation of Digitzs;4. Comply with all terms and conditions of this Agreement;5. If processing, storing or transmitting credit card information, maintain a secure environment andcomply with the Payment Card Industry Data Security Standard (PCI DSS).1 of 11 Digitzs Partner Agreement 01.20.16

III. INDEPENDENT PARTNERA. At all times during the term of this Agreement, the Partner shall remain an independent contractor,and nothing herein shall be construed to create an employer-employee relationship between DIGITZSand the Partner. Partner and each of its principals, officers, directors, stockholders, partners, members,managers, employees, Partners and representatives (collectively, the “Partner Group”) shall not beconsidered or deemed to be an employee, partner or joint venture partner of Digitzs.B. Partner bears full responsibility for paying all federal and state taxes, employment taxes, FICA andFUTA, unemployment insurance taxes, and any other required taxes or business license fees, includingany such taxes or fees arising in connection with Partner’s business or its performance hereunder. Bysigning this Partner Agreement, the Partner agrees that it cannot classify itself as an employee of Digitzsfor federal employment tax purposes.C. Unless otherwise agreed to in an Addendum herein, Partner shall not have any right to anycompensation or benefits that Digitzs grants its employees, including any salary, pension, stock, bonus,profit sharing, health or other benefits that are available to employees of Digitzs. Digitzs shall not hire,fire, discipline, train, pay, monitor, direct or supervise Partners or the Partner’s employees orrepresentatives.D. Although DIGITZS may make available to Partner training and/or training materials regardingServices such as merchant agreements, forms, etc., Partner shall not be required to attend any suchtraining. Partner shall be free at all times to arrange the time and manner of its performance pursuant tothis Agreement, and Partner will not be expected to maintain a specific schedule of hours.E. Unless otherwise agreed to in an Addendum herein, Partner shall be responsible for all of its ownbusiness expenses and all expenses in connection with its performance of its obligations under thisAgreement, including any costs or expenses in connection with marketing, promoting or advertisingDigitzs, the Services, and/or the soliciting or referring merchants.IV. COMPENSATION OF PARTNERA. The Partner acknowledges and understands that the Partner earns income only from the sale ofServices. Substantially all payments for services provided by Partner are directly related to sales orother output, rather than to the number of hours worked. There is no guarantee that the Partner will befinancially rewarded solely by virtue of becoming an Partner of Digitzs.B. Digitzs will publish guidelines from time to time regarding commissions, timelines, requirements andother matters affecting the Partner’s compensation. Current guidelines are attached hereto as Exhibit Aand may be amended from time to time at Digitzs’ sole discretion. Notwithstanding the foregoing,Digitzs may not alter such guidelines if the alterations have a negative impact on the commissions dueto Partner on merchant accounts referred by Partner that were active prior to such alterations.C. If Partner disputes the amount of Residual Payments, Digitzs fees, or other charges, it must do sowithin 90 days from the date of Digitzs statement showing the fee or Residual Payment that is thesubject of Partner’s dispute. Digitzs will not have any responsibility in connection with any disputedpayments, fees, or charges not reported by Partner to Digitzs within this 90 day period.2 of 11 Digitzs Partner Agreement 01.20.16

V. OBLIGATIONS OF DIGITZSA. In addition to its other obligations stated elsewhere in this Agreement, Digitzs shall be responsible forfacilitating the processing of Bankcard and ACH transactions, including (a) the underwriting, finalapproval and boarding of merchants in the sole discretion of Digitzs, (b) the collection of all fees due bymerchants, (c) the settlement of all funds to merchants, (d) providing merchant support includingchargeback resolution, (d) any and all losses that may occur as a result of, including but not limited to,uncollectible chargebacks from merchants and or the merchant’s business closing, (e) all othermerchant services and communications after the boarding and; (f) paying of commission in a timely andaccurate manner to Partner pursuant to Exhibit A attached hereto.VI. RISK AND DIGITZS’ RIGHTS ASSOCIATED WITH RISKA. Digitzs shall be under no obligation to enter into any merchant agreement with any merchant solicitedby Partner that does not, in the sole discretion of Digitzs, meet the underwriting standards of Digitzs’partners and processors. Furthermore, in the event Digitzs enters into a prospective merchantagreement with a merchant, Digitzs may terminate such merchant agreement(s) in accordance with theterms thereof at Digitzs’ sole discretion.B. Digitzs will perform credit reviews on prospective merchants and Partner understands that Digitzs willnot accept those merchants who do not meet the underwriting standards or other credit criteria set forthby Digitzs’ processors and partners. Digitzs will assume the risks associated with the Bankcard andACH processing for approved merchants with a valid merchant agreement signed by Digitzs.C. Provided that the Partner had clear and actual knowledge of the inaccuracies or omissions at the timea merchant application was submitted to Digitzs, Partner shall be liable to Digitzs for all lossesassociated with merchant relationships where the merchant application submitted by Partner containedsignificant inaccuracies or omissions (including a signature of an imposter or unauthorized individual).D. Digitzs has the sole and exclusive right to determine whether or not to accept a merchant securedby Partner, and/or to terminate a merchant agreement secured by Partner. Digitzs has no obligation topay Partner for merchants secured by Partner that are not approved by Partner. Furthermore, Digitzshas no obligation to pay Partner on merchant accounts that no longer generate revenue for Digitzs.V. LIMITED LICENSE TO USE MARKSSubject to the terms and conditions of this Agreement, Digitzs hereby grants Partner limited non-exclusive and non-assignable rights to market materials created by Digitzs (collectively, “Marks”) solelyfor the purpose of, and in connection with, Partner’s solicitation of Digitzs’ Services. Partner expresslyacknowledges and agrees that Digitzs owns all worldwide rights, title and interests in and to the Marks,including all intellectual property rights, and that no such rights have been or will ever become theproperty of Partner.3 of 11 Digitzs Partner Agreement 01.20.16

VI. COMPLIANCEThe rules and regulations of VISA and MasterCard as well as federal banking regulations govern Digitzs.The following are guidelines are required for the Partner to properly represent Digitzs. Any failure on thepart of the Partner to perform any or all of the terms and conditions set forth in this section VI shallconstitute a material breach of this Agreement.A. In marketing Digitzs’ Services, unless otherwise approved in writing in advance by Digitzs, Partnershall not use the (i) Digitzs trademarks or (ii) any trademark of any card association like Visa,MasterCard, American Express, Discover, or Diners.B. Before any compensation is paid by Digitzs to Partner for merchant accounts secured by Partner,Partner must submit to Digitzs (i) a social security number (if paid as an individual or DBA) or (ii) a taxID (if paid to an entity) along with (iii) a valid home address, (iv) a copy of Partner’s current driver’slicense, (v) entity documents if applicable and (vi) completed and signed W9. Partner grants Digitzs theright to generate a criminal background investigation of Partner at any time before, during and after theterm of this agreement and to share the results of these reports with any other agency as Digitzs or anyother agency deems necessary.C. At all times, unless otherwise approved in writing in advance by Digitzs, Partner shall only useauthorized marketing materials exactly as they are made available to Partner by Digitzs.D. Unless proven to be in a secure environment that complies with the Payment Card Industry DataSecurity Standard (PCI DSS), the Partner is strictly prohibited from capturing, storing or passing thecardholder data or the merchant’s data including but not limited to (i) card numbers & (ii) card expirationdates and (iii) merchant application data.E. When creating merchant accounts, the Partner shall use the current Digitzs’ merchant applicationcontent, which may be amended from time to time by Digitzs at Digitzs’ sole discretion. Partner shall beresponsible for the use of current merchant agreements and current Digitzs’ marketing content at alltimes.VII. TERMINATIONA. The Partner may terminate this Agreement at anytime without Cause by delivering notice (i) by e-mail thirty (30) days prior to termination.B. Digitzs may terminate this Agreement at anytime with Cause or without Cause by delivering noticeby e-mail to Partner thirty (30) days prior to termination. For the purpose of this Section VII “Cause”shall mean:1. a material breach of Sections VI (Compliance), IX (Non-Disclosure) and X (Non Solicitation) of thisAgreement;2. Involvement in a fraudulent act;3. the deliberate misrepresentation of Digitzs and/or Digitzs' sponsor banks, processors, vendors,partners or third party providers;4 of 11 Digitzs Partner Agreement 01.20.16

4. the deliberate misrepresentation of (a) the card associations, (b) the processors, (c) the vendors, (d)the third party providers and (e) the banks that DIGITZS represents.5. The deliberate attempt to circumvent Digitzs in its relationships with its partners and or processors.In determining Cause for termination, Digitzs shall use its discretion in gathering facts and informationand shall notify Partner of Partner’s default thirty (30) days prior to termination. If Digitzs deems thedefault(s) have not been satisfactorily cured by the Partner within a 30 day Period, the Agreement shallbe deemed terminated by Digitzs.VIII. EFFECT OF TERMINATIONA. Upon termination of this Agreement by either Party, Partner shall (i) seize all representation andmarketing activities to prospective merchants, (ii) return all unused marketing materials supplied toPartner by Digitzs, (iii) honor the term of its non disclosure and non solicitation covenants herein asSection IX and X and (iv) not disparage the name of Digitzs, its employees, Partners, or partners, or itsprocessors, vendors, third party suppliers, sponsor banks and/or their employees, Partners or partners.B. After termination, for so long as Digitzs deems that Partner (i) adheres to its requirements in SectionVIII. A. herein above and Sections IX and X herein below, and (ii) merchant accounts referred by Partnerprior to the termination continue to produce revenue for Digitzs, Partner shall continue to becompensated on all merchant activity monthly pursuant to Exhibit A attached hereto. Notwithstandingthe foregoing, after termination Digitzs has the right to refuse any new merchant referrals from Partner.IX. NON-DISCLOSUREA. The Partner acknowledges that during the term it will have access to confidential information thatincludes, among other items confidential information or trade secrets (collectively referred to herein as“Confidential Information”). For purposes of this Section IX, “Confidential Information” and shall meanany and all confidential and proprietary data and information created by, disseminated by or belonging toDigitzs which is not generally known (i) by the public, (ii) by Digitzs’ competitors or (iii) by Digitzs’existing or potential merchants.B. Furthermore, during (i) the initial term, (ii) any subsequent renewal term and (iii) for five (5) years afterthe termination of this Agreement, Partner agrees to hold all such Confidential Information in confidenceand to not discuss, communicate, transmit, copy or use such Confidential Information in any capacity,position or business unrelated to that of Digitzs. Confidential Information includes but is not limited to;1. Financial information, such as earnings, assets, debts, pricing structure, business models, volume ofpurchase or sales and other financial data.2. Technology information such as APIs, processes and procedures.3. Supplier name or addresses, terms of supplier’s service contracts, terms of a particular transactions,information regarding potential suppliers, Bankcard and ACH transaction processors, sales channels,sales agents, gateway providers and related financial institutions.5 of 11 Digitzs Partner Agreement 01.20.16

4. Marketing information, such as Digitzs’ patent pending business model, details about ongoing orproposed marketing programs, existing, prospective merchants, sales forecasts, or results of marketingefforts or information about impending mergers or acquisitions or investments of Digitzs.5. Merchant information including past, existing, or prospective merchants, merchant proposals oragreements between merchants and Digitzs, status of merchant’s accounts or credits and relatedinformation about actual or prospective merchants, including but not limited to, name and location ofsuch merchants.X. COVENANT NOT TO COMPETE OR CIRCUMVENTA. The Partner acknowledges that during the term of this Agreement, during all subsequent renewalterms and after the termination it will acquire Confidential Information, which is valuable to Digitzs. ThePartner further acknowledges that Digitzs’ territory covers the entire United States of America, and theworld. Unless clear evidence exists that Partner was in the business of providing a nearly identicalservice to Digitzs’ Service to a nearly identical target market to Digitzs’ target market, it shall notcompete directly or indirectly with Digitzs in the territory. Understanding the foregoing, Partner agrees itwill never directly or indirectly, on its own behalf or on behalf of any other party;1. Solicit, conduct business or enter into a contract anywhere in the Territory with any Partner, customer,partner, vendor or merchant (“Digitzs’ Proprietary Relationships”) with (i) an existing merchant (ii)prospective merchants as evidenced by an email exchange or (iii) any merchant that may have enteredinto a merchant agreement with Digitzs during the term of the Partners’ Agreement with Digitzs;2. Cause or attempt to cause any merchant to terminate its merchant agreement with Digitzs;3. Sell, purchase, provide or exchange any information about Digitzs’ merchants, or any ConfidentialInformation collected or received by Partner during the term of its Agreement hereunder, to any thirdparty.4. Associate with Digitzs’ partners or processors with the intention of circumventing Digitzs;B. The Partner agrees and understands that the violation of any provision contained in Sections IX orX herein will cause Digitzs immediate and irreparable harm and that the damages Digitzs will suffer maybe difficult or impossible to measure, for which there is no adequate remedy at law. The Partner furtheragrees and understands that upon its actual or threatened breach of any of the provisions contained inSections IX or X herein, Digitzs shall be entitled to the immediate termination of this Agreement.XI. REPRESENTATIONS AND WARRANTIESThe Partner hereby represents and warrants to Digitzs that1. it is either a sole proprietorship, or entity (corporation or limited liability Company),organized and validly existing and in good standing under the laws of the State whereit has its principal office, and has full authority and power to enter into this Agreementand to perform its obligations under this Agreement;2. the performance of its obligations under this Agreement will not violate any 01.20.166 of 11 Digitzs Partner Agreement

applicable law or regulation or any agreement, court order or decree to which Partneror any member of the Partner Group may be bound;3. neither Partner nor any member of the Partner Group is a party to any pending suit,proceeding, or arbitration, the outcome of which could have a material adverse affecton the ability of Partner to perform its obligations hereunder;4. the Partner has the authority to enter into this Agreement and that the Partner isnot and will not, by virtue of entering into this Agreement or otherwise, be in breach ofany other agreement or any provision of any other agreement with any otherassociation, firm, person or corporation, and that the execution and delivery of thisAgreement will not violate the terms of or interfere with any contract, agreement orbusiness relations, which the Partner has or had with any third party;5. it has received, understands and agrees and that it willcomply fully with the terms and conditions of this Agreement especially with regard toCompliance as set fourth in Section VI, (ii) Non Disclosure as set fourth in Section IXand (iii) Covenant not to Compete in Section X herein above;XII. ASSIGNMENTA. The Partner understands that this Agreement and its resulting benefit to Partner is based upon thePartner’s unique ability to refer merchants to Digitzs, therefore the Partner may not assign any right,duty, obligation, or interest in this Agreement to any other party without the prior written consent andapproval of Digitzs, which shall not be unreasonably withheld.B. Digitzs is the sole owner of all merchant accounts referred by Partner to Digitzs. Notwithstanding theforegoing, Partner owns the Partner compensation shown in Exhibit A attached hereto.C. Digitzs shall have the right, at its sole discretion, to transfer its Assets and obligations herein at anytime (the ‘Assignment of Digitzs’ Assets and Obligations”) to a 3rd Party. In the case of an Assignment ofDigitzs’ Assets and Obligations to a 3rd Party, Digitzs’ obligations and compensation due to Partner inthis Agreement shall survive the Assignment of Digitzs’ Assets and Obligations to a 3rd Party.XIII. INDEMNIFICATIONThe Partner, its successors and/or assigns, shall indemnify and hold harmless Digitzs, its successorsand or assigns, its directors, officers, employees, and its shareholders (all of whom are hereinafterreferred to as “Indemnities”) from, for, and against any and all claims, demands, liability, loss, andexpense (including but not limited to reasonable attorney’s fees and court costs) whether or notpresently known, discovered or contemplated and regardless of when discovered by anyone, which anyIndemnities has incurred or may incur at any time during the performance of this Agreement orthereafter; which either wholly or partly arises as a result of any actual or alleged act, omission,transaction, or occurrence of the Partner.XIV. OFFSETDigitzs may at any time, with or without notice to the Partner, apply any commissions owed to the7 of 11 Digitzs Partner Agreement 01.20.16

Partner by Digitzs to (a) reduce any losses or past due amounts or delinquencies of any kind incurred bymerchants referred by Partner to Digitzs, and (b) to offset expenses of any kind, including but not limitedto attorney’s fees and court costs incurred by Digitzs as a result of the Partner’s material breach of thisAgreement under Sections VI (Compliance), IX (Non-Disclosure) and X (Non-Solicitation) herein, and (c)to pay any settlement or judgment deemed due to Digitzs by a mediator or court of law due to Partner’smaterial breach.XV. FURTHER ASSURANCES AND SURVIVAL OF COVENANTSA. The Partner shall execute all additional instruments and other documents, and perform all additionalacts and co-operate with Digitzs in every other way, which may be requested by Digitzs to carry out thisAgreement or the intent hereof.B. All covenants of this Partner shall survive the expiration or termination of this Agreement to the extentrequired for their full observance and performance.XVI. MISCELLANEOUSA. Failure on the part of Digitzs to exercise any rights or privileges granted to it or to insist upon the fullperformance of all obligations assumed by the Partner shall not be construed as waiving any suchrights, privileges, obligations, or duties, or as creating any custom contrary thereto.B. The title and headings in this Agreement exist solely for the convenience of the reader and do notlimit the subject matter of effect of any term hereof.C. If any provision or term of this Agreement is deemed to be in conflict with any applicable statute, ruleor law or unenforceable for any reason, then such provision of this Agreement shall be deemed null andvoid and severed from the remainder of this Agreement without invalidating any other provision hereof.D. This Agreement (which shall include all addendums, exhibits and schedules hereto) constitutes theentire Agreement between the parties hereto and shall supersede and replace any and every pre-existing contract, agreement, representation, discussion and negotiation between the Partner andDigitzs, which is not specifically incorporated herein. Any modification, alteration, or deviation from theterms of this Agreement must be in writing and signed by Digitzs and the Partner.E. The provisions of this Agreement including its interpretation and validity will be governed andconstrued under the laws of state of California.F. Digitzs shall not be liable to the Partner for any special, consequential, or punitive damages causedby its failure to perform under this Agreement, including but not limited to, lost of profits or damage togoodwill, regardless of whether the claim arises in contract or in tort.G. In the event any action or proceeding is filed by any party hereto to enforce the terms of thisAgreement, or otherwise with respect to the subject matter of this Agreement, the prevailing party shallbe entitled to recover reasonable attorneys’ fees (including those of in-house counsel), disbursements,and court costs incurred in the prosecution or defense of such suit or action.H. This Agreement may be executed by email, and Digitzs and the Partner agree that any facsimile8 of 11 Digitzs Partner Agreement 01.20.16

Exhibit A Merchant Fees, Partner Commission and Overrides 1. Partner’s Value Added Platform Fees: If Partner facilitates Merchant accounts from within a PCI compliant value added platform (“Valued Added Platform Fees”), Digitzs can collect the Partner’s desired Value Added fees at the time that Digitzs collect the 2.9% and $.30 Merchant Fees.Example: Merchants agree to a 2% fee to use the Partner’s Value Added Platform plus credit cardprocessing fees of 2.9% and $.30.On a $100 transaction, Digitzs can collect 4.9% and $.30 from the merchant, send the Value AddedPlatform fee of 2% ($2) to the Partner and Digitzs will keep the 2.9% and $.30 Merchant Fees whichDigitzs will revenue share with the partner per this Addendum: 2. Partner Commissions on Merchant Fees Collected: Partner shall be paid based on the MONTHLY TPV (“TPV” or “Total Processing Volume” on all referred merchant accounts per the chart below”The Commission below are only valid when merchants pay 2.9% and $.30 per Visa, MasterCard,Discover and American Express transaction TPV this Month Basis Points Example TPV Example Commission Commission0 to $100,000 $100,000$100,000 to $5,000,000 .10% of TPV $1,000,000 $100 per Month$5,000,000 to $10,000,000 $5,000,000$10,000,000 + .20% of TPV $10,000,000 $2,000 per Month .25% of TPV $25,000 per Month .30% of TPV $30,000 per Month3. Custom Commission Schedule: This Section defines any special arrangement or commissions based on variable merchant fees charged, high volumes, etc. negotiated by the Parties in place of the Standard Chart Above in Section 2 of this Exhibit.10 of 11 This Portion of Page left Blank on Purpose 01.20.16 Digitzs Partner Agreement

4. Partner Referral Override: Should Partner refer Digitzs to another Partner, the Referring Partner shall be paid a 5 basis point override on the monthly TPV ($500 per Month per $1,000,000 in TPV).5. Commission Payments: By the 15th of each month, Partners shall be paid Commissions and Referral Overrides within 45 days after the close of the commissionable month. Example, Commissions due for February will be paid no later than April 15th.11 of 11 Digitzs Partner Agreement 01.20.16

Partner Profile FormPARTNER WILL NOT BE A PARTY TO THE MERCHANT AGREEMENTS, THUS, THE PARTNER WILL BARE NO RISK IN THIS RELATIONSHIP. HOWEVER, DIGITZS IS REQUIRED TO GATHER AS MUCH INFORMATION AS POSSIBLE ON YOUR PLATFORM USERS (MERCHANTS) TO ASSESS OUR RISKS. THIS INFORMATION ISFOR DIGITZS INTERNAL USE ONLY AND WILL BE HELD IN THE STRICTEST CONFIDENCE. PLEASE SHARE AS MUCH AS POSSIBLE SO THAT WE MAY QUICKLY APPROVE YOUR PARTNER AGREEMENT.Company Name Company Website URL Year StartedGo To Billing 2005Primary Contact Name Technical Contact NameSteve RoderickPrimary Contact Email Address Technical Contact Email [email protected] Contact Phone Technical Contact Phone NumberIP AddressOne or more IP addresses allowed to call the Digitzs API (separate with commas)What does your platform do and for whom?Example, we process donation payments for non profits.Do you currently Facilitate merchant agreements and/or payment processing on your platformtoday? Yes NoIf Yes, please estimate your current monthly Visa/MC/AMX volume with all merchants combinedExample $500,000/monthPlease estimate what you hope your monthly processing volume to be 12 months from nowExample $1,000,000/monthWhat is the average amount each merchant using your platform might process per month?Example $10,000Average Ticket Size

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