Agreement to Terms & Conditions
Please Read & Agree to the Following Before Proceeding with Payment Brokers Services
This page sets forth the terms of service (the “Agreement”) that will govern our professional relationship and outlines the framework for your use and access to our specialized financial services provided by United Syndicates, Inc., doing business as Payment Brokers, a corporation duly organized and existing under the laws of the State of Florida, having its principal place of business at 16850 Collins Ave, Suite 112268, North Miami Beach, FL 33160, herein referred to as “Service Provider.” By utilizing our services, you, herein referred to as the “Client” or “you,” are entering into a legally binding agreement with the Service Provider. It is crucial that you carefully review, understand, and agree to the terms and conditions outlined in this Agreement. The Service Provider and the Client may be individually referred to as a “Party” and collectively as the “Parties” throughout this Agreement.
We emphasize the importance of fully understanding this Agreement before proceeding. Should you find any term or condition unsuitable or you are unable to comply with any aspect of this Agreement, we respectfully request that you refrain from using our services. Your continued usage of our services will be regarded as your informed agreement to and compliance with these terms, thereby establishing a contractual relationship governed by this Agreement.
RECITALS
WHEREAS, the Service Provider, is a corporation of repute, duly incorporated under the laws of the State of Florida, and primarily engaged in the business of financial consultancy with a specialized focus on negotiating and reducing credit card processing fees for various businesses and entities;
WHEREAS, the Client is actively seeking professional assistance in optimizing its financial operations, particularly in the area of credit card processing fees, to achieve cost-effective business operations;
WHEREAS, the Service Provider possesses the necessary expertise, experience, and resources to provide such specialized financial services and has agreed to offer said services to the Client, subject to the terms and conditions of this Agreement;
WHEREAS, the Client has expressed its intention to engage the Service Provider for the purpose of negotiating with credit card processing providers to effectively lower the credit card processing fees, alongside any other related financial services as mutually agreed upon between the Parties from time to time;
WHEREAS, both Parties recognize the mutual benefits of this Agreement and wish to formalize their engagement with a view to fostering a collaborative, transparent, and beneficial relationship, aiming towards achieving substantial cost savings and operational efficiency for the Client through the expertise of the Service Provider;
NOW, THEREFORE, in light of the foregoing recitals, which form an integral part of this Agreement, and in consideration of the mutual covenants and agreements hereinafter set forth, the Parties hereto agree to be legally bound as follows:
SERVICES
Scope of Services: The Service Provider shall render specialized financial services, primarily focused on negotiating with credit card processing providers for the purpose of reducing credit card processing fees on behalf of the Client. These services shall encompass, but not be limited to, detailed analysis of the Client’s current credit card processing charges, identification of potential savings, and effective negotiation with respective providers to achieve cost reductions.
Additional Services: In addition to the primary services outlined above, the Service Provider may also offer related financial consultancy services as may be mutually agreed upon by both Parties from time to time. These additional services may include, but are not limited to, financial analysis, advisory services, and assistance in optimizing other areas of the Client’s financial operations, subject to separate terms and conditions to be agreed upon.
Reporting and Documentation: Following the Effective Date of this Agreement, the Service Provider will provide the Client with comprehensive reports detailing the outcomes of negotiations and analyses conducted. These reports will include, but not be limited to, a detailed breakdown of cost reductions achieved, methodologies employed, and recommendations for sustained financial efficiency. Such reports shall be prepared with due diligence and shall be presented in a format that is clear, concise, and useful for the Client’s decision-making processes.
Standard of Service: The Service Provider commits to delivering all services under this Agreement with the highest degree of professionalism, skill, and expertise. The Service Provider shall deploy qualified personnel and employ appropriate methodologies and technologies to ensure that the services are rendered effectively, efficiently, and in alignment with the best interests of the Client.
Compliance and Ethical Standards: In performing the services under this Agreement, the Service Provider shall adhere to all applicable laws, regulations, and industry standards. The Service Provider shall conduct all negotiations and dealings on behalf of the Client in a manner that is ethical, transparent, and consistent with best practices in the financial consultancy sector.
Collaboration and Communication: The Service Provider shall work in close collaboration with the Client’s designated representatives, maintaining open and regular communication throughout the engagement. The Service Provider shall keep the Client informed of progress and developments related to the services and shall be responsive to the Client’s inquiries, feedback, and requests for information.
Customization of Services: Recognizing the unique needs and circumstances of the Client, the Service Provider shall endeavor to tailor its services to the specific requirements and objectives of the Client, ensuring that the services provided are not only effective but also aligned with the Client’s overall strategic goals and priorities.
PAYMENT TERMS
Compensation Structure: In consideration for the services provided under this Agreement, the Client shall remunerate the Service Provider an amount equal to fifty percent (50%) of the total monthly cost savings achieved as a result of the credit card processing fee reductions negotiated by the Service Provider. This compensation structure aligns the interests of both Parties, ensuring a results-driven approach focused on tangible financial benefits for the Client.
Calculation of Savings: The Service Provider shall conduct a thorough analysis of the Client’s credit card processing statements to determine the baseline fees prior to the commencement of services. The monthly savings shall be calculated by comparing these baseline fees with the fees incurred post-negotiation, thereby determining the effective cost reduction achieved.
Monthly Savings Report and Invoice: Within five (5) business days following the receipt of, or access to, the Client’s monthly credit card processing statement, the Service Provider shall prepare and provide to the Client a detailed Monthly Savings Report. This report shall include a comprehensive breakdown of the savings achieved, methodologies used in calculations, and any relevant comments or observations. Accompanying this report, the Service Provider shall issue a monthly invoice for the services rendered, reflecting the agreed compensation based on the savings reported.
Payment Terms: The Client shall remit payment to the Service Provider via Automated Clearing House (ACH) transfer. Payments are due within five (5) business days following the issuance of the monthly invoice. Payment instructions, including the Service Provider’s banking details, shall be provided in the invoice.
Late Payment: In the event of late payment by the Client, a late payment fee of 1% of the unpaid amount shall be levied. This late fee shall accrue on a daily basis from the due date until payment is made in full.
Dispute Resolution in Billing: If the Client disputes any portion of the invoice, the Client must provide written notice of the dispute within seven (7) days of receipt of the invoice, specifying the reasons for the dispute. The undisputed portion of the invoice shall be paid by the due date. The Parties agree to work in good faith to promptly resolve any such disputes.
Audit Rights: The Client shall have the right to reasonably request an audit of the Service Provider’s calculation of savings and invoice. Such audits shall be conducted at the Client’s expense by an independent auditor mutually agreed upon by both Parties.
Records Maintenance: The Service Provider shall maintain accurate and detailed records pertaining to the services rendered and the calculations of savings. These records shall be retained for a period of fifteen (15) days following the termination or expiration of this Agreement and shall be made available to the Client upon reasonable request.
ACH AUTHORIZATION
Authorization for Debit Entries: The Client hereby grants the Service Provider, the authority to initiate periodic debit entries to the Client’s designated bank account (as specified in the ACH Authorization Form). This authorization is granted for the purpose of facilitating the payment of fees due under the terms of this Agreement.
Bank’s Role: The Client further authorizes its bank to allow and process such debit entries initiated by the Service Provider to the specified account. This authorization extends to any adjustments for debits made in error.
Duration of Authorization: This authorization shall remain in full force and effect until the Service Provider receives written notification from the Client of its termination. The Client agrees to notify the Service Provider in writing of any changes in the account information or termination of this authorization at least thirty (30) days prior to the next scheduled billing date.
Timing of Debits: In cases where the scheduled payment date falls on a weekend or a public holiday, the Client understands and agrees that the debit may be executed on the next business day. The Client acknowledges that due to the electronic nature of these transactions, funds may be withdrawn from its account as soon as the scheduled transaction date.
Handling of Non-Sufficient Funds (NSF): In the event of a debit entry being rejected due to Non-Sufficient Funds (NSF) in the Client’s account, the Service Provider reserves the right to reattempt the processing of the charge within 30 days. The Client agrees to an additional charge, as specified by the Service Provider, for each NSF transaction reattempt, which will be processed as a separate transaction from the authorized recurring payment.
Compliance with Legal and Regulatory Requirements: The Client acknowledges that the origination of ACH transactions must comply with the provisions of U.S. law, including banking regulations and the rules of the National Automated Clearing House Association (NACHA).
Non-Dispute Agreement: The Client agrees not to dispute the recurring billing with its bank as long as the transactions correspond to the terms set forth in this authorization form and this Agreement.
Amendments and Notifications: Any amendments to this authorization, including changes in the account details or payment instructions, shall be communicated by the Client to the Service Provider in writing, in accordance with the procedures outlined in this provision.
AGENT AUTHORIZATION
Engagement with Credit Card Processing Company (“Vendor”): The Client is currently engaged in business with a credit card processing company (“Vendor”) for the provision of credit card payment processing services. Recognizing the need for specialized expertise in managing and optimizing these services, the Client has engaged the Service Provider, to act on its behalf in certain matters relating to the payment processing services provided by the Vendor.
Grant of Authorization: The Client hereby grants the Service Provider full authority to act on its behalf in all matters pertaining to the payment processing services provided by the Vendor. This authorization includes, but is not limited to, the following specific powers:
- Communication with Vendor: The Service Provider is authorized to communicate and correspond with the Vendor and its representatives on behalf of the Client regarding any questions, concerns, or issues related to their payment processing services.
- Access to Documentation: The Service Provider is authorized to request, receive, and review any relevant documentation related to the Client’s engagement with the Vendor. This includes, but is not limited to, agreements, statements, invoices, and transaction records pertaining to the credit card processing services provided by the Vendor.
- Negotiation and Agreement Formation: The Service Provider is authorized to negotiate, discuss, and generate agreements for financial changes to the account, including fees, rates, and terms. All such negotiations and agreements shall be subject to the Client’s final written approval and acceptance.
Scope of Agent Authority: The Service Provider is authorized to undertake all necessary actions that are reasonably required to fulfill the objectives of the services outlined in this Agreement, including accessing the Client’s credit card processing accounts, analyzing fee structures, and conducting negotiations. This authority is granted solely within the context of services as stipulated in the Agreement and does not extend to any other aspect of the Client’s business or operations.
Duration and Non-Revocation: This agent authorization shall commence as of the Effective Date of this Agreement and shall continue throughout the Term. The Client agrees not to revoke or modify this authorization without the prior written consent of the Service Provider, except as provided in the Termination provisions of this Agreement.
Compliance with Laws and Ethical Standards: In exercising this authorization, the Service Provider shall adhere to all applicable laws, regulations, and ethical standards, ensuring that all activities are conducted with professionalism and integrity.
Limitation of Authority: This authorization is confined to the scope as defined herein and does not empower the Service Provider to make any legal or financial commitments on behalf of the Client beyond the scope of negotiating credit card processing fees.
Reporting and Communication: The Service Provider shall maintain transparent communication with the Client and provide regular reports detailing actions, negotiations, and outcomes related to the Vendor.
TERM AND TERMINATION
Initial Term: This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with the provisions herein, shall continue for an initial term of one (1) year (the “Initial Term”).
Automatic Renewal: Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”), unless either Party provides written notice of its intention not to renew at least ninety (90) days prior to the end of the then-current term.
Termination for Cause: Either Party may terminate this Agreement for cause if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within fifteen (15) days after receiving written notice of the breach. Specifically, the Service Provider may terminate this Agreement immediately upon written notice if the Client fails to make any payment when due and such failure continues for five (5) business days following notice of non-payment.
Effects of Termination: Upon termination of this Agreement for any reason, the Service Provider shall cease providing services immediately, and all outstanding fees due to the Service Provider for services rendered up to the date of termination shall become immediately payable. The Client shall be responsible for any cost savings achieved prior to the termination date and shall fulfill any outstanding payment obligations as per the terms of this Agreement. Termination of this Agreement shall not affect any rights or obligations that have accrued prior to the date of termination.
Post-Termination Responsibilities: Following termination, each Party shall return or destroy all confidential information of the other Party in its possession and shall not make any further use of such information.
Survival: Provisions of this Agreement that, by their nature, should survive termination shall remain in effect after termination or expiration of this Agreement, including, but not limited to, obligations concerning confidentiality, indemnification, and payment.
Notice of Termination: Any notice of termination under this Agreement shall be given in writing and shall be deemed effective when received by the other Party, as per the notice provisions of this Agreement.
CLIENT RESPONSIBILITIES
Documentation and Information Provision: The Client shall furnish the Service Provider with all essential documentation, records, and data in a timely manner. This includes, but is not limited to, complete credit card processing agreements, detailed monthly processing statements, and any pertinent financial records or reports. These documents are critical for the Service Provider to conduct thorough analysis and negotiations.
Active Cooperation and Communication: The Client commits to actively cooperate with the Service Provider’s requests, inquiries, and actions necessary for the effective delivery of services. This encompasses prompt responses to Service Provider’s communications, facilitating access to necessary personnel, systems, and information, and actively participating in meetings or discussions as required for the execution of services.
Access to Credit Card Processing Accounts: The Client is obliged to provide the Service Provider with direct, real-time access to its credit card processing accounts to enable ongoing analysis and negotiation activities. If real-time access is not feasible, the Client must ensure the delivery of comprehensive monthly credit card processing statements to the Service Provider within five (5) business days following the closure of each monthly billing period.
Authorization and Regulatory Compliance: The Client shall maintain all necessary authorizations allowing the Service Provider to interact with credit card processing providers on its behalf. This includes any required consents or permissions that facilitate negotiations and modifications to existing agreements. The Client is responsible for adhering to all legal and contractual obligations in its dealings with credit card processing providers and other third parties, except as renegotiated under the auspices of the Service Provider.
Financial Commitment and Obligations: The Client bears the responsibility for all financial commitments and obligations arising from the Service Provider’s actions taken under the authorization granted by this Agreement. This includes, but is not limited to, any adjustments in fees, rates, and terms that have been negotiated and subsequently approved by the Client.
Notification of Changes in Processing Providers: In the event that the Client decides to change its credit card processing provider, it must issue a written notice to the Service Provider at least 90 days in advance of such change. Failure to provide timely notice shall obligate the Client to compensate the Service Provider based on the estimated savings that would have been generated for the remainder of the Agreement term and will be considered a breach of this Agreement.
Adherence to Agreement Terms and Conditions: The Client shall comply with every term and condition set forth in this Agreement. The Client shall refrain from any actions or decisions that could materially impair the Service Provider’s ability to perform its contractual obligations.
DISCLAIMERS
No Guarantees of Savings or Results: The Service Provider does not guarantee any specific level of savings or favorable results from the services rendered under this Agreement. While the Service Provider shall employ its best efforts and expertise in negotiating lower credit card processing fees and providing related financial consultancy services, the actual savings or results achieved may vary due to factors beyond the Service Provider’s control.
Reliance on Client Information: The Service Provider’s ability to deliver effective services is contingent upon the accuracy, completeness, and timeliness of the information provided by the Client. The Service Provider disclaims any liability for outcomes based on incomplete, inaccurate, or outdated information supplied by the Client.
External Conditions and Market Fluctuations: The Client acknowledges that external market conditions, regulatory changes, credit card processing industry practices, and other factors outside of the Service Provider’s control may impact the effectiveness of the services and the potential savings. The Service Provider is not liable for changes or circumstances that lie beyond its reasonable control.
Limitation on Scope of Services: The services provided under this Agreement are limited to those expressly outlined herein. The Service Provider disclaims all responsibility for services or advice not explicitly covered under the terms of this Agreement.
No Legal or Tax Advice: The Client acknowledges that the Service Provider is not providing legal or tax advice under this Agreement. The Client is advised to seek independent legal or tax advice as necessary.
Third-Party Interactions: While the Service Provider may interact with third parties, such as credit card processing companies, on behalf of the Client, the Service Provider makes no representations or warranties concerning the actions or inactions of any third parties.
Client’s Decision-Making Authority: The Client retains ultimate decision-making authority and responsibility for actions taken based on the Service Provider’s services or recommendations. The Client agrees that it is responsible for the final approval of any negotiated terms or agreements and for understanding the implications of any financial decisions made.
Independent Contractor Status: The Service Provider is an independent contractor and not an employee, partner, or agent of the Client, except as specifically authorized under this Agreement. This status does not create any other form of legal association that would impose liability on either Party.
REPRESENTATIONS AND WARRANTIES
Authority and Binding Agreement: Each Party represents and warrants that it has the full legal power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its respective obligations. This Agreement constitutes a legal, valid, and binding obligation, enforceable against each Party in accordance with its terms.
Compliance with Laws: Both Parties represent and warrant that in the performance of their respective obligations under this Agreement, they shall comply with all applicable laws, regulations, and ordinances.
Accuracy of Information: The Client represents and warrants that all data, documentation, and information provided to the Service Provider in connection with the services to be rendered under this Agreement are accurate, complete, and current to the best of the Client’s knowledge. The Client acknowledges that the Service Provider’s ability to deliver effective services is reliant upon the accuracy and completeness of this information.
No Conflict of Interest: Each Party represents and warrants that the execution and performance of this Agreement do not and will not conflict with, breach, violate, or cause a default under any other agreement, contract, or instrument to which it is a party or by which it is bound.
Service Provider’s Expertise: The Service Provider represents and warrants that it shall perform the services in a professional and workmanlike manner in accordance with generally accepted industry standards. The Service Provider warrants that it has the necessary knowledge, expertise, and capability to provide the services as described in this Agreement.
No Infringement of Rights: Each Party represents and warrants that it shall not infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party in the course of fulfilling its obligations under this Agreement.
Disclaimer of Other Warranties: Except for the express warranties set forth in this provision, the Service Provider disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
INDEMNIFICATION
Mutual Indemnification: Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”), its affiliates, officers, agents, employees, and permitted successors and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by the Indemnified Party, arising out of or related to any claim of a third party alleging:
- Breach of Representations and Warranties: Breach of any representation, warranty, or obligation under this Agreement by the Indemnifying Party.
- Negligence or Willful Misconduct: Negligence or more culpable conduct (including willful misconduct) by the Indemnifying Party in connection with the performance of its obligations under this Agreement.
- Violation of Law: Any violation of applicable law by the Indemnifying Party in the course of executing its duties under this Agreement.
Procedure for Indemnification: In the event of a potential indemnity obligation under this provision:
- Prompt Notification: The Indemnified Party shall promptly notify the Indemnifying Party in writing of the claim, provided that the failure to notify the Indemnifying Party shall not relieve the latter of its obligations under this section except to the extent it is prejudiced by the delay or failure.
- Control of Defense and Settlement: The Indemnifying Party shall have the right to assume the exclusive defense and control of any matter subject to indemnification under this provision, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense at its own expense. The Indemnifying Party shall not settle any claim in a manner that adversely affects the rights of the Indemnified Party without the latter’s prior written consent, which shall not be unreasonably withheld or delayed.
Limitation on Indemnity: The indemnification obligations under this provision shall not apply to losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses that are attributable to the Indemnified Party’s own negligence, willful misconduct, or breach of this Agreement.
Survival of Indemnification: The obligations under this Indemnification provision shall survive the termination or expiration of this Agreement.
LIMITATION OF LIABILITY
Exclusion of Consequential Damages: Neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement, including but not limited to loss of data, loss of profits, loss of business, or business interruption, regardless of whether such damages were foreseeable or whether the Party has been advised of the possibility of such damages.
Direct Damages Limitation: In no event shall the total cumulative liability of either Party for any and all claims arising under or related to this Agreement exceed the total fees paid by the Client to the Service Provider during the twelve (12) months immediately preceding the occurrence of the event giving rise to the liability.
Scope of Limitation: The limitations of liability set forth in this provision shall apply to all claims, whether based on contract, tort (including negligence), strict liability, or any other legal theory. The Parties acknowledge and agree that the foregoing limitations of liability represent a reasonable allocation of risk between the Parties.
Exception: Notwithstanding anything to the contrary in this Agreement, the limitations of liability set forth in this provision shall not apply to any liability arising from (a) a Party’s breach of the confidentiality obligations under this Agreement, (b) a Party’s gross negligence or willful misconduct, or (c) any liability that cannot be excluded or limited under applicable law.
Third-Party Claims: In the event that any third party brings a claim against either Party arising out of or related to the provision of Services under this Agreement, the Party against whom the claim is made shall promptly notify the other Party and provide reasonable cooperation in defending the claim.
INTELLECTUAL PROPERTY
Ownership of Intellectual Property: Each Party acknowledges and agrees that all pre-existing intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and know-how, owned or developed by them before the commencement of this Agreement (collectively referred to as “Pre-Existing IP”), shall remain the exclusive property of the Party that owns or developed them. Nothing in this Agreement shall be construed to transfer or assign any ownership rights in the Pre-Existing IP between the Parties.
Work Product Ownership: As between The Service Provider and the Client, all intellectual property rights, title, and interest in any deliverables, works, materials, or products generated or created by the Service Provider in the course of providing the Services (collectively referred to as “Work Product”) shall be the exclusive property of the Client. The Client shall have full rights to use, modify, reproduce, and distribute the Work Product for its internal business purposes, subject to the terms and conditions of this Agreement.
Client’s Proprietary Information: The Client acknowledges that any proprietary information, data, or materials provided to The Service Provider in connection with the Services shall remain the sole property of the Client. The Service Provider shall treat all such proprietary information as confidential and shall not disclose or use such information for any purpose other than the provision of the Services, except as required by law or with the Client’s prior written consent.
License to Use Client Materials: During the term of this Agreement, the Client grants the Service Provider a non-exclusive, non-transferable, limited license to use the Client’s proprietary information and materials solely for the purpose of providing the Services as outlined in the attached Addendum.
Protection of Intellectual Property: Both the Service Provider and the Client shall take reasonable measures to protect each other’s intellectual property rights. Neither Party shall knowingly take any action that would infringe or jeopardize the other Party’s intellectual property rights.
Return of Client Materials: Upon the termination or expiration of this Agreement, The Service Provider shall promptly return to the Client, or at the Client’s discretion, securely dispose of all Client materials, proprietary information, and confidential data in its possession or control, except as required to retain for legal or regulatory compliance purposes.
Work Product License Upon Termination: Upon termination of this Agreement, the Service Provider grants the Client a perpetual, irrevocable, royalty-free license to continue using the Work Product for its internal business purposes. However, such license shall not grant the Client the right to sublicense, resell, or distribute the Work Product to third parties.
Survival of Rights: The provisions of this Intellectual Property provision shall survive the termination or expiration of this Agreement, preserving the respective rights and obligations of the Parties concerning the ownership and use of the Work Product and Client materials.
CONFIDENTIALITY
Definition of Confidential Information: “Confidential Information” shall mean any non-public, proprietary, or sensitive information, in any form or medium, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) during the term of this Agreement, whether orally, in writing, or by any other means, that is marked or designated as confidential or that the Receiving Party knows or reasonably should know is confidential. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, technical data, product designs, and marketing strategies.
Obligations of Confidentiality: The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strict confidence and to take all reasonable measures to prevent unauthorized access, use, or disclosure of the Confidential Information. The Receiving Party shall not disclose, reproduce, or disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted by this Agreement or as required by law.
Permitted Disclosure: The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, and agents who have a need to know such information for the purpose of performing their duties under this Agreement. The Receiving Party shall ensure that such individuals are bound by obligations of confidentiality at least as protective as those contained in this Agreement.
Exclusions: The obligations of confidentiality under this provision shall not apply to information that (a) is already known to the Receiving Party at the time of disclosure, without an obligation of confidentiality, (b) is or becomes publicly available through no fault of the Receiving Party, (c) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or (d) is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.
Return or Destruction of Confidential Information: Upon the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies of the Confidential Information or, at the Disclosing Party’s option, securely destroy all such copies and provide written certification of their destruction.
Non-Use Obligation: The Receiving Party shall not use the Confidential Information for any purpose other than for the performance of its obligations under this Agreement. The Receiving Party shall not use the Confidential Information to the detriment of the Disclosing Party or for its own benefit, other than as expressly authorized under this Agreement.
Notification of Unauthorized Disclosure: In the event of any known or suspected unauthorized disclosure of the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and provide all necessary cooperation and assistance to remedy or mitigate the effects of such unauthorized disclosure.
Duration of Obligations: The obligations of confidentiality under this provision shall survive the termination or expiration of this Agreement and shall remain in effect for a period of two (2) years from the date of disclosure of each specific item of Confidential Information.
NON-SOLICITATION
Non-Solicitation of Employees and Contractors: During the term of this Agreement and for a period of two (2) years following its termination, neither Party shall directly or indirectly solicit, hire, engage, or attempt to solicit, hire, or engage any employee or contractor of the other Party who was involved in the provision or receipt of the Services under this Agreement. This restriction shall apply to all employees and contractors of the other Party, regardless of whether such solicitation is for employment, consulting, or any other form of engagement.
Non-Solicitation of Clients and Customers: During the term of this Agreement and for a period of two (2) years following its termination, neither Party shall directly or indirectly solicit, induce, or attempt to solicit or induce any client, customer, or business partner of the other Party to terminate, reduce, or alter their business relationship with the other Party. This restriction shall apply to all existing clients, customers, and business partners of the other Party as of the termination date of this Agreement.
Exceptions: The restrictions set forth in this Non-Solicitation provision shall not prohibit either Party from soliciting or hiring any employee or contractor of the other Party who responds to a general public advertisement or solicitation for employment or engagement without any direct targeting or specific effort to solicit employees or contractors of the other Party. Similarly, this provision shall not apply to any business relationships or transactions initiated by a client, customer, or business partner on their own volition without any solicitation or inducement by either Party.
Non-Disparagement: During the term of this Agreement and thereafter, each Party shall refrain from making any disparaging, defamatory, or negative statements about the other Party or its business, products, services, or personnel, whether orally, in writing, or through any other medium. This obligation shall not prevent either Party from providing factual information required by law or responding to inquiries from regulatory authorities or as otherwise required in the ordinary course of business.
Acknowledgement of Reasonableness: The Parties acknowledge and agree that the restrictions set forth in this Non-Solicitation provision are reasonable and necessary to protect the legitimate business interests of both Parties. Each Party further acknowledges that a violation of these restrictions may cause irreparable harm to the other Party for which monetary damages may not be an adequate remedy. Accordingly, in the event of a breach of this provision, the non-breaching Party shall be entitled to seek injunctive relief and any other appropriate equitable remedies, in addition to any other available legal remedies.
Survival: The provisions of this Non-Solicitation provision shall survive the termination or expiration of this Agreement and shall remain in effect for the specified duration of two (2) years as outlined above.
DISPUTE RESOLUTION
Negotiation: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”), the Parties shall first attempt in good faith to resolve the Dispute amicably through negotiation. Either Party may initiate the negotiation process by providing written notice to the other Party, specifying the nature of the Dispute and the desired outcome.
Mediation: If the Parties are unable to resolve the Dispute through negotiation within a reasonable period of time, either Party may initiate mediation. The mediation shall be conducted in accordance with the rules and procedures of a mutually agreed-upon mediation provider. The mediator shall be selected by mutual agreement of the Parties. The costs and fees associated with the mediation shall be shared equally by the Parties unless otherwise agreed.
Arbitration: If the Dispute is not resolved through negotiation or mediation, the Dispute shall be finally resolved by binding arbitration in accordance with the rules and procedures of a recognized arbitration provider mutually agreed upon by the Parties. The arbitration shall be conducted by a single arbitrator appointed in accordance with the rules of the chosen arbitration provider. The arbitrator’s decision and award shall be final and binding on the Parties and enforceable in any court of competent jurisdiction. The costs and fees associated with the arbitration, including the arbitrator’s fees, shall be shared equally by the Parties unless otherwise ordered by the arbitrator.
Exception for Injunctive Relief: Notwithstanding the above, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations under this Agreement or to prevent irreparable harm pending the resolution of the Dispute through negotiation, mediation, or arbitration.
GOVERNING LAW
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of laws provisions.
Exclusive Jurisdiction: Any legal action or proceeding arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Florida. The Parties hereby submit to the personal jurisdiction of such courts for the purpose of any such legal action or proceeding.
Waiver of Jury Trial: To the fullest extent permitted by applicable law, each Party hereby waives its right to a trial by jury in any legal proceeding arising out of or relating to this Agreement.
Service of Process: Each Party consents to the service of process by certified mail, return receipt requested, or by any other method permitted by the applicable rules of civil procedure.
Choice of Language: The language of this Agreement and all communications and notices relating thereto shall be in English. Any translations of this Agreement shall be for convenience purposes only, and in the event of any discrepancy or conflict between the English version and any translation, the English version shall prevail.
ASSIGNMENT
Restriction on Assignment: Neither Party may assign, delegate, transfer, or subcontract any of its rights or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other Party. Any attempt to assign, delegate, transfer, or subcontract the obligations or rights under this Agreement without such consent shall be null and void.
Consent Requirements: The Party seeking to make an assignment must submit a written request to the other Party, providing full details of the proposed assignment, including the identity of the proposed assignee and the reasons for the assignment. The consent for such an assignment shall not be unreasonably withheld, delayed, or conditioned; however, the granting Party may impose conditions as it deems appropriate in its reasonable discretion.
Assumption of Obligations: Any permitted assignee shall assume all assigned obligations under this Agreement and agree in writing to be bound by the terms and conditions herein. The assigning Party shall provide the non-assigning Party with a copy of such assumption agreement.
Continued Liability: Notwithstanding any permitted assignment, the assigning Party shall remain jointly and severally liable with the assignee for the performance of all obligations under this Agreement unless expressly released in writing by the non-assigning Party.
No Impact on Rights and Obligations: No assignment shall relieve the assigning Party of its obligations under this Agreement or affect the rights and obligations of the non-assigning Party.
Change of Control: For purposes of this provision, a change of control of a Party, whether direct or indirect, shall be deemed an assignment requiring prior written consent under this section.
Assignment in Event of Merger or Acquisition: In the event of a merger, acquisition, or sale of all or substantially all of the assets of a Party, prior written consent for assignment shall be obtained, and the terms of this Agreement shall be binding upon and inure to the benefit of the successor entity.
NOTICE
Manner of Notice: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement or to such other address that may be designated by the receiving Party in writing.
Delivery of Notice: Notices are considered given when delivered by any of the following methods: personal delivery, nationally recognized overnight courier service with fees prepaid, certified or registered mail with return receipt requested and postage prepaid, or by facsimile or email with a confirmation of transmission. When Notices are sent by facsimile or email, they must be confirmed by transmission and additionally sent by one of the other methods described for the Notice to be considered valid.
Receipt of Notice: A Notice is effective and deemed received only upon actual receipt, as evidenced by a return receipt or other proof of receipt. If sent by email or facsimile, the Notice is effective upon confirmation of transmission. However, if a Notice is received after 5:00 p.m. on a business day, or on a day that is not a business day, it will be deemed received at 9:00 a.m. on the next business day.
WAIVER
Waiver Clause: The failure of either Party to enforce any provision of this Agreement or to exercise any rights or remedies hereunder shall not constitute a waiver of such provision, right, or remedy unless such waiver is explicitly stated in writing and signed by the waiving Party.
No Implied Waiver: No waiver of any provision, right, or remedy under this Agreement shall be implied from any course of conduct or failure to enforce any rights or remedies, nor shall any waiver be effective unless it is expressly stated to be a waiver and is communicated to the other Party in writing.
Limited Waiver: A waiver of any provision, right, or remedy under this Agreement shall only be effective for the specific instance and purpose for which it is given, and it shall not be construed as a waiver of any subsequent breach, default, or violation.
Continuing Rights: The rights and remedies of the Parties under this Agreement shall be cumulative and not exclusive, and the exercise of one right or remedy shall not preclude or waive the right to exercise any other rights or remedies available at law or in equity.
Good Faith Waiver: Any waiver granted by a Party shall be in good faith and shall not be interpreted as a waiver of any other provision, right, or remedy, whether similar or dissimilar, nor shall it prejudice the rights or remedies of the waiving Party in any other respect.
Written Waivers: Any waiver under this provision must be in writing and signed by the Party granting the waiver. No oral or implied waiver shall be valid or binding.
HEADING
Headings for Convenience: The headings and titles used in this Agreement are for convenience purposes only and shall not affect the interpretation or construction of this Agreement.
Reference Only: The headings are not intended to define, limit, or describe the scope or extent of any provision or the intent of the Parties, but are used solely as a reference aid.
Inclusion of Content: The headings are included to facilitate ease of reference and organization of the Agreement, and each section, subsection, or provision shall be deemed to be contained within the appropriate heading.
No Reliance: The Parties agree that no Party shall rely on the headings as a definitive explanation or interpretation of the provisions contained in this Agreement.
ENTIRE AGREEMENT
Entire Agreement Clause: This Agreement, including all its appendices and any subsequent Addendum, Exhibit, or Statement of Work executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to such subject matter.
Integration: This Agreement represents the complete and final understanding between the Parties and shall govern the rights, obligations, and responsibilities of the Parties to the exclusion of any other terms or conditions, unless specifically incorporated by reference or as otherwise expressly agreed in writing by the Parties.
No Reliance on Oral Representations: Each Party acknowledges and agrees that, in entering into this Agreement, it has not relied on any oral or written representations or statements, other than those expressly set forth in this Agreement or its appendices.
Amendments or Modifications: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both Parties. Any such amendment or modification shall be specifically identified as an amendment to this Agreement and shall expressly reference the provision(s) being modified.
Electronic Signatures: The Parties agree that electronic signatures, whether digital or scanned, shall have the same legal effect as original signatures. This Agreement may be executed and delivered electronically, and the Parties agree that the electronic signatures shall be binding and enforceable.
SEVERABILITY
Severability Clause: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law.
Modification of Invalid Provision: The Parties agree that, to the extent possible, the court shall modify any invalid, illegal, or unenforceable provision to give it a valid and enforceable effect that is as similar as possible to the original intent of the provision.
Limited Effect of Invalidity: The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect or impair the validity, legality, or enforceability of the remaining provisions.
Severable Provisions: Each provision of this Agreement is severable from the others, and the invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the other provisions.
Good Faith Reformation: The Parties agree to act in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the intended economic and legal purpose of such provision.
Preservation of Rights: The rights and remedies provided by this Agreement are cumulative and not exclusive, and the exercise of one right or remedy shall not preclude or waive the right to exercise any other rights or remedies available at law or in equity.
Survival: The provisions of this severability provision shall survive the termination or expiration of this Agreement.
FORCE MAJEURE
Definition of Force Majeure: Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. For purposes of this Agreement, “Force Majeure Event” shall mean any event or circumstance beyond the reasonable control of the affected Party, including but not limited to acts of God, war, terrorism, government regulations, natural disasters, strikes or labor disputes, power outages, telecommunications or internet disruptions, or any other event or circumstance that is beyond the reasonable control of the Party affected thereby.
Notice of Force Majeure: The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the occurrence and expected duration of such event, providing reasonable details of the event and its anticipated impact on the performance of the affected Party’s obligations under this Agreement.
Suspension of Obligations: Upon the occurrence of a Force Majeure Event, the performance of the affected Party’s obligations under this Agreement shall be suspended to the extent and for the duration that such performance is prevented, delayed, or hindered by the Force Majeure Event.
Mitigation Efforts: The Party affected by a Force Majeure Event shall use reasonable efforts to mitigate the effects of such event and to resume the performance of its obligations under this Agreement as soon as reasonably practicable.
Termination Rights: If a Force Majeure Event continues for a period of thirty (30) days, either Party shall have the right to terminate this Agreement by providing written notice to the other Party. In such event, the termination shall be without penalty or further obligation, except for the payment of any amounts due for services rendered or expenses incurred prior to the termination.
No Liability for Force Majeure: Neither Party shall be liable to the other Party for any damages, losses, costs, or expenses incurred as a result of a Force Majeure Event, except for any payment obligations that arose prior to the occurrence of the Force Majeure Event.
Continuation of Agreement: In the event of a Force Majeure Event, this Agreement shall remain in full force and effect, except for the obligations affected by the Force Majeure Event, which shall be suspended as provided herein.
Good Faith Cooperation: The Parties shall cooperate in good faith and use their reasonable efforts to minimize the impact of a Force Majeure Event and to fulfill their respective obligations under this Agreement to the extent reasonably practicable under the circumstances.
COUNTERPARTS
Execution in Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Electronic Signatures: The Parties agree that electronic signatures, whether digital or scanned, shall have the same legal effect as original signatures. The counterparts may be executed and delivered electronically, and the Parties agree that the electronic signatures shall be binding and enforceable.
Integration of Counterparts: The counterparts, when taken together, shall constitute the complete and final expression of the Parties’ agreement and understanding, superseding all prior negotiations, discussions, or agreements, whether written or oral, relating to the subject matter hereof.
Delivery of Counterparts: A Party may deliver its executed counterpart of this Agreement by email, facsimile, or any other reliable electronic means, and such delivery shall have the same effect as if the original counterpart had been delivered.
Effectiveness of Counterparts: Each counterpart shall be deemed to be an original, and all counterparts together shall constitute one and the same agreement. The date of execution of this Agreement shall be deemed to be the date on which the last Party executes its counterpart.
Binding Nature: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, and legal representatives.
CONTACT US
General Inquiries: For any questions or assistance needed regarding this Agreement or our services, please reach out to us at United Syndicates, Inc., doing business as Payment Brokers. Our office is located at 16850 Collins Ave, Suite 112268, North Miami Beach, FL 33160, USA. You can also contact us via email at support@paymentbrokers.com or by phone at (305) 317-0344. Our dedicated team is available from Monday to Friday, 9:00 AM to 5:00 PM Eastern Standard Time (EST), and we strive to respond to all inquiries within one business day.
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