Agent Revenue Share Agreement 

This Agent Revenue Share Agreement (this “Agreement”) is entered into by and between Paymxnts, LLC, a Nevada limited liability company whose address is 732 South 6th Street #4630, Nevada 89101 (“Paymxnts”) and the undersigned individual (“Agent”), effective as of date on which the Agreement was fully executed by both Paymxnts and Agent as indicated on the signature page (the “Effective Date”).  Paymxnts and Agent shall each be a “Party” and collectively shall be the “Parties.”

WHEREAS, Paymxnts is in the business of delivering credit card processing services and other payment solutions (the “Services”) to its customers who are typically businesses;

WHEREAS, the Parties desire to formalize an agreement whereby Paymxnts delivers the Services to merchants referred to Paymxnts by Agent.

NOW THEREFORE, in consideration of the covenants contained herein and for good and valuable consideration, which is acknowledged by the Parties, the Parties agree as follows:

1. Merchant Referral. Agent shall refer entities and/or persons which may desire the Services (“Prospective Merchants”) of Paymxnts.  Agent shall use its reasonable best efforts to market the Services to Prospective Merchants interested in the Services. Any Prospective Merchant that: (a) meets the guidelines set forth by Paymxnts provided to Agent orally or in writing, as may be updated from time-to-time by Paymxnts; (b) completes any application materials to the satisfaction of Paymxnts; (c) meets any and all applicable underwriting standards applicable to the Services; (d) accepts the terms of use necessary to access the Services; and (e) is not presently receiving Services from Paymxnts, shall be onboarded, at which point such Prospective Merchant shall become a “Merchant”. Once a Prospective Merchant becomes a Merchant, as between Paymxnts and Agent, Paymxnts has full and exclusive ownership rights to the agreements with the Merchant.

2.Revenue Share.  For as long as any Merchant referred by or assigned to Agent has entered into, and continues, an agreement with Paymxnts for the Services, “Revenue Share” shall be up 1/2% (.005) of the Credit Card Transaction Volume(See Schedule C).  “Transaction Volume” shall mean the total volume of transactions processed by Credit Cards for Merchants referred by Agent less any losses or chargebacks which shall not be included in the computation of Revenue Share, for Credit Card payment processing services supplied by Paymxnts or its processors. The percentage of revenue share may, from time to time be adjusted if required by law, regulatory changes, or competitive changes such that the overall revenue from the Merchant cannot be sustained. This adjustment may be executed globally across the Paymxnts entire account base or on a case by case basis due to costs incurred from an individual account.

2a Payout.  Revenue Share payable to Agent shall be paid no later than the 25th day of the month following the end of the month in which the Revenue Share was earned (this date on which a payment is made to Agent, a “Payout Date”).  If the monthly Revenue Share rate payable to Agent on a Payout Date less the BAAS (defined below) and any other expenses which may be payable to Paymxnts falls below $100, the Revenue Share for such month shall be held by Paymxnts and paid out on the next Payout Date when the Revenue Share (including any accrued but not paid Revenue Share) less the BAAS is equal to or greater than $100.

2b. Agent Referral Payout. The current Agent BAAS fee is $350.00 per month plus any applicable credit card processing fees. Paymxnts agrees to pay $50.00/month to the Agent for referral of other Agents. This is not, in any way, intended to create a “downline” for multi-level marketing. Rather, it is to provide payment for direct person to person referrals. Paymxnts reserves the right to alter this payment structure, in any way, it sees fit.

2c. Right to Offset.  Paymxnts shall have the right to offset any balance or amounts due from Agent to Paymxnts with amounts due from Paymxnts to Agent in Paymxnts’s sole discretion under the terms of this Agreement. Paymxnts may assert the right to offset and exercise this right at any time whether the amount due is attributable to any outstanding fees, hardware costs, or other expenses incurred by Agent under this Agreement.

2d. Disputed charges, refunds, and charge backs and fraud. Agent agrees that any funds paid to Agent for any reason are subject to disputes, refunds, and charge backs by the card holder and can be withheld from future Revenue Share payments. Additionally, ANY fraud by any party (Merchant, Cardholder, Agent) will result in repayment by Agent to Paymxnts by Right to Offset or any other legal means.

3. Business As A Service. Agent shall pay to Paymxnts a monthly amount of $350.00 (the “BAAS”), plus credit card fees, if any, which is payable on the Effective Date and every 30 days thereafter (and if such date would fall on a weekend or a banking holiday, the next earliest date on which a payment can be made).  Agent shall pay such BAAS by automatic withdrawal from a bank account designated on Schedule A, or in such other manner designated by Paymxnts. If the monthly BAAS fees cannot be deducted and remain unpaid for 5 days from the due date, then this Agreement shall be terminated and Paymxnts, LLC and its officers are relieved of all obligations under this contract.

4.License Grant, Intellectual Property.  Agent is hereby granted a limited license to use Paymxnts’s trade name, trademark, logo and any marketing materials provided by Paymxnts solely during the term of this Agreement in connection with soliciting Merchants or to maintain existing business for Paymxnts, provided that Paymxnts’s written approval is needed prior to printing and distributing any such materials.  Paymxnts agrees to obtain Agent’s written consent if it desires to use Agent’s trade name, trademark, or logo on printed or distributed materials.  The Parties agree that this Agreement grants no rights for use of the other Party’s Intellectual Property (defined herein), except as expressly set forth herein.  Each Party shall retain ownership, title, and interest in and to its own respective Intellectual Property.

Agent agrees that:

(i) all services provided to Agent by Paymxnts, including any improvements or changes incorporated into Agent’s Intellectual Property by Paymxnts; and

(ii) Agent shall have no ownership rights in any contracts, agreements, relationships, or understandings with the Merchants, which are between Paymxnts and Agent, Paymxnts shall hold any ownership rights thereto.  “Intellectual Property” means all of the following owned by a Party:

(i) trademarks and service marks (registered and unregistered) and trade names and goodwill associated therewith;

(ii) patents, patentable inventions, computer programs, and software;

(iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof;

(iv) copyrights in all works, including software programs; and

(v) domain names.

5. Representations and Warranties. 

5a. Paymxnts: (i) agrees to deliver Services (as defined above) pursuant to agreements entered into by Paymxnts and each Merchant; (ii) shall process and enter all forms and other paperwork submitted by Agent in connection with enrollment of each Merchant for Services; (iii) shall supply customer service  to assist and support Agent regarding: Merchant account set-up; usernames and passwords; BAASing to Merchants; settlement of recovered funds for Merchants; settlement of fees to Agent from Services; adherence to [ Check 21, The National Clearinghouse Association (Nacha), and ] card association regulations; and any and all additional requirements necessary to support this Agreement; (iv) is responsible for negotiation and maintenance of processing relationships with banks and third-party vendors who assist in allowing for Paymxnts to provide the Services; and (v) represents and warrants to Agent that it has the right to enter into this Agreement and to perform its obligations set forth herein, and such actions do not conflict with or result in any breach or default under any other agreement to which Agent is subject.

5b.  Agent: (i) may not alter, revise, or depart from the terms, conditions, prices, or policies for the aforementioned Services to the extent Agent has been provided with such terms, conditions, prices, or policies, including any sub-merchant agreement or application without communicating such alteration, revision, or departure; (ii) agrees to abide by all laws and regulations, as well as the rules of the card associations and Nacha in providing the Services; (iii) represents and warrants to Paymxnts that it has any necessary legal capacity, authority, power, and right to enter into this Agreement and to perform its obligations set forth herein, and such actions do not conflict with or result in any breach or default under any other agreement  or law to which Agent is subject; and (iv) represents and warrants to Paymxnts that by signing below, that all information provided in connection with this Agreement, including the attached Schedule B which is incorporated herein by reference, is true and accurate to the best of Agent’s knowledge. Agent warrants that all BAAS fees are fully earned each month on the date payable.

6. Confidentiality. The Parties expressly acknowledge that the data and other information to which the Parties and their employees and agents have access in connection with the negotiation, performance and administration of this Agreement have commercial value and are proprietary to the respective Parties. For so long as Agent is receiving a Revenue Share and for a period of two years following the last payment of Revenue Share paid to Agent, Agent shall not disclose any Confidential Information (as defined herein) or the terms and conditions and existence of this Agreement, and shall use Confidential Information solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Paymxnts in writing. “Confidential Information” means all non-public, confidential, or proprietary information of Paymxnts, including business plans, business activities, marketing plans or strategies, forecasts and information regarding pricing and products, business operations, customer lists, pricing, discounts, rebates, information regarding employees of Paymxnts, information regarding current or prospective merchants and customers of Paymxnts, and information concerning the financial structure and methods and procedures of operation of Paymxnts, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement. For so long as Agent is receiving a Revenue Share and for a period of two years following the last payment of Revenue Share paid to Agent, Agent agrees that it will not use for its own purposes, will not disclose to any third party, and will retain in strictest confidence all Confidential Information and will safeguard such information by using the same degree of care and discretion that it uses to protect its own confidential information.  This Section 6(c) shall not apply to information that is in the public domain, is known to Agent without violating this Agreement, or rightfully obtained by Agent on a non-confidential basis from a third party. Further, this Section 6(c) shall not apply if Agent is required to disclose Confidential Information pursuant to state or federal law or by order of a state or federal court and Agent has been advised to make such disclosure upon the advice of counsel. Upon termination of this Agreement, Agent shall promptly return all documents and other materials received from Paymxnts and shall cease use of any promotional materials identifying or containing any trade name, trademark, service mark, or logo of Paymxnts. Paymxnts shall be entitled to injunctive relief for any violation of this Section 6.   Neither Party shall publicly disclose or issue any press or make any other public statement concerning the existence of this Agreement or the subject matter hereof without the prior written approval of the other Party.

7. Term and Termination

a. Term. The “Initial Term” of this agreement shall be two years.  On the second anniversary of the Effective Date and each anniversary thereafter, the Agreement shall automatically renew for successive one-year periods (each a “Renewal Term” and together with the Initial Term, the “Term”), unless terminated by either Party with 30 days’ written notice to the other Party.

b. Termination on Notice. Either Party may terminate this Agreement for any material breach of duties and obligations under this Agreement, provided that the other Party must be provided notice and a reasonable opportunity to cure such breach (not to exceed 30 days).

c. De Minimus Payment Termination. If the aggregate Revenue Share does not equal at least $100 in a year, both this Agreement and all Revenue Share payments automatically terminate.

d. Automatic Termination. This Agreement shall terminate immediately upon the occurrence of any one of the following: (i) one Party becoming aware of information that the other or its Agents are employed in practices that involve elements of criminal activity, fraud or conduct that may be deemed to be potentially injurious to the identifying Party or its business; (ii) either Party becomes insolvent, fails to pay its debts or perform its obligations in the ordinary course of business as they become due, or becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition for the benefit of creditors; (iii) this Agreement or the right to receive Revenue Share pursuant to this agreement is sold or assigned without the consent of Paymxnts; (iv) termination of Paymxnts’s operations, (v) if Agent is an entity or sole proprietorship, when Agent terminates its operations, or (vi) if Agent is an individual, death of the Agent.

e. Recovery. In the event that a Party defaults on any of its obligations under this Agreement, in addition to any termination rights under this Agreement, the non-defaulting Party shall be entitled to recover from the defaulting Party any and all costs, damages, and liabilities incurred in connection with any legal proceedings arising from or relating such default.

8.Non-Solicitation Agreement.  The Parties agree that the terms of this Section 8 are reasonable and necessitated by the competitive nature of the Parties business. For so long as Agent is receiving a Revenue Share and for a period of two years following the last payment of Revenue Share paid to Agent, Agent shall not directly or indirectly through another third party (i) call on, solicit, or service any employee, customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor, or other business relation of Paymxnts or its affiliates in order to induce or attempt to induce such person to cease doing business with Paymxnts or its affiliates or in any way interfere with the relationship between any such employee, customer, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor, or other business relation and company or its affiliates (including, without limitation, making any negative statements or communications about Paymxnts or its affiliates); or (ii) call on, solicit, or take away or attempt to call on, solicit, or take away any of Paymxnts’s or its affiliates’ respective customers, referral partners, affiliates, agents, and vendors, on whom Agent called or with whom Agent became acquainted during its contractual relationship with Paymxnts.  Notwithstanding the foregoing, and particularly with respect to solicitation of employees, contractors and other business relations, general solicitations made by Agent to the public and that are not targeted at Paymxnts’s employees, contractors or business partners shall not constitute a breach of this Section 8.

a. Should Agent violate the restrictions set forth in this Section 8, Agent acknowledges and agrees that Paymxnts shall have immediate grounds to cease all current and future payments of any Revenue Share owed to Agent for existing Merchants referred to Paymxnts by Agent.

b. Liquidated Damages. If Agent violates its obligations under this Section 8 (the “Non-Solicitation Breach”), Agent shall pay to Paymxnts an amount equal to100% of Paymxnt’s per month for 60 months. The Parties intend that the Liquidated Damages constitute compensation, and not a penalty. The Parties acknowledge and agree that Paymxnts’s harm caused by a Non-Solicitation Breach would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a Non-Solicitation Breach.

9.Disputes

a. Governing Law, Jurisdiction Venue and Attorney’s Fees. Jurisdiction and venue for any claim or cause of action arising under this Agreement shall be brought in any state or federal court with jurisdiction for the County of Clark in the State of Nevada.  The validity, construction of effect of this Agreement shall be governed by the laws of Nevada, without regard to any choice of law provisions. If either Party is determined to have breached this Agreement, then the non-defaulting Party shall be entitled to recover expenses incurred in enforcing the provisions of this Agreement, including reasonable attorneys’ fees and costs.

b. Waiver of Jury Trial; Arbitration of Disputes. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY LITIGATION OR PROCEEDING ARISING OUT OF RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  Further, any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Any arbitration shall take place in Las Vegas, Nevada. Nothing herein contained shall prevent or bar either Party from obtaining injunctive relief against any anticipatory breach or threatened conduct that will cause irreparable loss or damage, under the usual rules in equity.

c. Indemnification. The Parties agree to indemnify, defend, and hold harmless the processors, the other Party, and the other Party’s respective successors, assignees, employees, and agents arising out of resulting from any and all third-party claims, damages, liabilities, losses, or expenses relating to such Party’s obligations under this Agreement.

d. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered by hand or (b) when the records of a nationally recognized and reputable overnight delivery service shows on its records that notice was delivered to the Party at the appropriate address set forth on the signature page hereto.

10.Miscellaneous. 

a. Entire Agreement, Amendments, Waivers. This Agreement embodies the entire understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, both written and oral, with respect to the matter.  No provision of this Agreement may be amended or modified except by a written authorization signed by both Parties. No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other Party, whether expressed or implied, shall not constitute consent to waive, or excuse of any different or subsequent breach.

b. Information Requests. Upon entrance into this Agreement and at Paymxnts’s request thereafter, Agent shall supply Paymxnts with any information or certifications necessary for Paymxnts to perform under this Agreement, such as a form W-9.

c. Relationship of the Parties. The relationship of Paymxnts and Agent shall be one where each are independent contractors contracting with one another.  This Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Paymxnts and Agent for any purposes except as specifically provided for herein.  Agent has no authority (and shall not hold itself out as having authority) to bind Paymxnts, and Agent shall not make any agreements or representations on Paymxnts’s behalf without Paymxnts’s prior written consent.  Agent shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement.

d. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

e. Third-Party Beneficiaries. The Parties do not confer any rights or remedies upon any person other than the Parties and their respective permitted successors and permitted assigns.

f. Interpretation. The section headings contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation of this Agreement.  The term “including” shall mean “including, without limitation” in all instances.

g. Force Majeure. Both Parties shall be respectively excused from any act, omission or obligation to perform hereunder when such failure or default is the result of causes beyond the defaulting Party’s reasonable control, provided the defaulting Party has given prompt notice of the inability to perform and has taken all reasonable steps necessary to effect the prompt resolution of such liability. This Agreement may be terminated by the remaining Party if the defaulting Party cannot perform all necessary operations for a period of 30 days from the date of notice.

h. Survival. The provisions of Sections 2, 3, 6, 7, 8, 9, 10, and 11, shall survive termination of this Agreement.

Notice Information: Address:732 South 6th Street #4630 Las Vegas, NV 89101

Contact Email: info@paymxnts.com               Telephone: (702)525-0295