(THIS BOX FOR OFFICE USE ONLY) SALES AGENT NAME INITIALS/DATE TERMINAL TYPE TID RID LEGAL NAME OF BUSINESS BUSINESS PHONE NO. BUSINESS FAX NO. DBA (Doing Business As) FEDRAL TAX I.D. NUMBER BUSINESS STREET ADDRESS CITY STATE ZIP CODE TYPE OF BUSINESS SELLER’S PERMIT # YEARS IN BUSINESS GUARANTOR NAME TITLE % OWNERSHIP DATE OF BIRTH SOCIAL SECURITY NO. HOME STREET ADDRESS CITY STATE ZIP CODE HOME PHONE NO. CELL PHONE NO. DRIVER’S LICENSE NO./STATE EXPIRATION DATE BANK NAME BANK PHONE NO. ABA ROUTING NO. (9 Digits) ACCOUNT NO. AUTHORIZED SIGNATURE X DATE THIS DIRECT MERCHANT AGREEMENT ("Agreement") is 4. Credit Application. An investigative, commercial and/or made and effective this ______________________between consumer credit check may be made in connection with this Profit- Spot.Com ("Profit Spot") and Agreement. Any amount of credit, if any, provided to Merchant ( Merchant) located at shall be at Profit Spot's sole discretion. Profit Spot may contact the trade and bank references listed on Exhibit C and Merchant acknowledges failure to provide all required information to NOW, THEREFORE, in consideration of the mutual covenants and Profit Spot my result in a delayed credit approval or a decline promises herein set forth, and other good and valuable consideration the on the basis of insufficient information on which to base a receipt and sufficiency of which are hereby acknowledged, the parties credit approval. hereto agree as follows. 1. Commencement. This Agreement shall be effective as of the date 5.Terminal Rental. this Agreement is signed by both parties (the "Effective Date") and the sale of Profit Spot Products hereunder shall commence on 5.1 Merchant acknowledges that the OMNI 3750 or similar device (the completion of the following: "Terminal") and all parts thereof will remain property of Profit Spot (a) Installation and testing of the Terminal(.s) to Profit Spot's at all times and such possession shall be in a fiduciary capacity. reasonable satisfaction; 5.2Without prejudice to any other remedy, Profit Spot shall be entitled to (b) Completion of ACH Agreement attached hereto as Exhibit B charge the Merchant for the cost of any Terminal that has to be and Profit Spot's ability to ACH debit such designated bank repaired or replaced due to the fault of Merchant account. 5.3 Incase if the merchant fails to return the terminal when demanded by (c) Completion of Exhibit C hereto and the credit checks being profit spot merchant authorizes the company to ach $375 towards the completed to Profit Spot's reasonable satisfaction. cost of the terminal or try to collect the amount by any means deemed appropriate. 2. Term. Subject to the terms herein, this Agreement will continue in effect for a period of two years from the Effective Date (the Personal Guaranty: The undersigned unconditionally guarantees Profit- "Initial Term"), and shall continue thereafter for consecutive one (1) Spot , the prompt payment when due of all monies owing Profit-Spot, for year. Merchant may cancel the services anytime after 30 days written equipment, services or products sold. The undersigned agrees to pay all notice. attorney fees and other expenses incurred by reason of merchant default. The undersigns consents to any extensions of time or modification in the 3. Settlement amount of payment to and to release and/or compromise of any 3.1. Commission. The Merchant shall be entitled to receive a obligations of Profit Spot or any obligors or guarantors without in any commission from Profit Spot at the Commission Rate (as way releasing the undersigned from its obligations hereunder. This is a furtherdescribed on Exhibit A) on the sales of Profit Spot continuing guaranty. Products ("Commission"), except for permitted deductions and Profit Spot Product sales that are cancelled, if permitted. Agent. Profit Spot acts as an agent of the providers for the sale of 3.2. Commission Payment. Profit Spot agrees to pay Merchant the Profit Spot Products pursuant to provider agreements and the parties Commission, which shall be paid directly to Merchant via Merchant acknowledge that Profit Spot is not purchasing Profit Spot Products from retaining such portion at the time Profit Spot ACH debits Merchant's the providers for sale, but facilitating the direct sale of such account. The Commission shall equal an amount determined by providers' products to customers. multiplying the discount rate for the applicable product on Exhibit A by the total retail value of the related Profit Spot Product sold by Merchant in such period (not including taxes). Limitation of Liability. In no event shall either party be liable for 3.3. Merchant NSF. In the event that a declined ACH attempt for non- any special, indirect, incidental or consequential damages, lost profits sufficient funds ("NSF") occurs, Profit Spot shall immediately notify or interests whatsoever, including without limitation those arising Merchant by email/ phone of such NSF and stop from the services provided hereunder or any breach of the terms and dispensing Profit Spot Products. Provided Profit Spot obtains conditions of this Agreement, even if advised of the possibility of payment for such NSF transaction, Profit Spot may resume dispensing such damages. PROFIT SPOT MAKES NO WARRANTIES OF Profit Spot products after confirming the payment for any dues.. ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO 3.4. Late Payments. If the appropriate amount collected by ACH debit ANY SERVICES OR GOODS PROVIDED UNDER THIS is not received by Profit Spot or subsequently fails, the Merchant will AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY required to pay an NSF charge of thirty dollars ($30.00), and/or IMPLIED WARRANTY OF MERCHANTABILITY OR interest on the overdue balance at the rate of two percent (2%) over FITNESS FOR A PARTICULAR PURPOSE. The amount of any the prime rate, from the due date for payment until the date of actual liability of either party or any third party for one or more claims payment in full, whichever is greater. The NSF charge will increase arising from or related to this Agreement, shall not exceed the value to fifty dollars ($50.00) for more than 3 ACH failures in any twelve of the Terminal, which the parties hereto agree is a reasonable (12) month period. estimate of the total direct loss likely to be suffered for a breach of 3.5. Set-off. The Merchant shall not in any circumstances have or this Agreement. The limitation of liability shall not apply to a willful exercise any right of set-off, but shall make all payment due to or deliberate breach, a breach consisting of or arising out of any act of Profit Spot without any deduction other than those deductions dishonesty or any failure to make timely payment of any sum due or adjustments authorized by Profit Spot. herein. ACH Agreement MERCHANT BANKING INFORMATION AND ACH AUTHORIZATION (MUST INCLUDE VOIDED CHECK) This Merchant ACH Agreement ("Agreement") is between Profit Spot. ("Company"), PaySpot ( Provider) and "Merchant" listed below. To accommodate electronic access for settlement of sales of Profit Spot products and services, the undersigned Merchant does hereby authorize and instruct Company to access Merchant's designated depository account and to initiate credit and/or debit entries by bankwire, payment order or Automated Clearing House ("ACH") transfer. This authorization is without respect to the source of any funds in the depository account, and this authority shall remain in full force and effect until Profit Spot has received written notification from Merchant of its termination in such time and in such manner as to afford Profit Spot and Depository a reasonable opportunity to act on it. Your signature acknowledges that you are authorized to execute this Agreement, are a signatory on the attached business check and have read and understand all information contained herein, the terms and conditions and any addenda, amendments, or attachments, all of which are incorporated into this Agreement. Merchant Name: By: X SPECIAL INSTRUCTIONS NO CONTRACT, NO MONTHLY FEE, AND MAY CANCEL ANYTIME.
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