![](3D"UDC_AGENT_CONTRACT_v5.1_files/image002.jpg")
4690 Southwest 78 Avenue<= o:p>
Davie, Florida 33328
(954) 252-1606
Fax (954) 252-1620
Dear
Prospective Agent:
Thank=
you
for your interest in becoming a payment agent. Upon receiving a payment fro=
m a
customer, your store will transfer the payment record to the vendor via the
Universal Data Consultants Payment Entry System. For your convenience you may proce=
ss
payments either (1) over the internet using any standard web browser or (2)=
you
may use a touch-tone telephone, land line or cell phone (used when your
internet is not available). A=
ll
systems are accessible 24 hours a day 7 days a week. You may call our office at any tim=
e for
customer support. The approxi=
mate
time for you to process a transaction is less than one minute. All fees collected, minus your
commission, are electronically transferred from your business bank account =
to
the vendor on a daily basis.
Payments are to be made in the form of cash only and will be debited
daily the same day they are entered.
Shoul=
d you
choose to become a payment center, please have the store owner sign and ret=
urn
the Walk-In Payment Services Agreement, Authorization Agreement for
Pre-Arranged Payments, Attachment A and Attachment B forms. Once these documents are received,=
we
will set up your store in the payment entry system and send you a merchant
identification number along with instructions for entering payments. Upon receiving the instructions, y=
ou may
begin taking payments. In ord=
er to
expedite this process, you may fax the contract and other requested documen=
ts
to us. However, we do require=
that
you mail us the original signed documents in addition to faxing them. Please don’t hesitate to cal=
l us
with any questions. We look f=
orward
to working with you and your staff.
Very truly yours,
Universal Data Consultants, Inc.
When faxing the paperwork, please be sure to include the following
completed forms:
1)&n=
bsp;
Page 2 of=
the
Walk-In Pay Services Agreement
2)&n=
bsp;
Page 7 of=
the
Walk-In Pay Services Agreement
3)&n=
bsp;
Page 8 of=
the
Walk-In Pay Services Agreement (fill in the lines under Agent)
4)&n=
bsp;
Authoriza=
tion
Agreement for Pre-Arranged Payments form (page 9)
5)&n=
bsp;
Copies of=
a
voided check and a government issued picture identification
6)&n=
bsp;
Attachmen=
t A
form with your store’s location information (page 10)
7)&n=
bsp;
Sales Tax
Certificate
8)&n=
bsp;
Bank
Statement(s)
* If you make a mistake, please cross out the =
error
and initial next to it (do not use white out)
![](3D"UDC_AGENT_CONTRACT_v5.1_files/image004.jpg")
&=
nbsp; &nbs=
p; &=
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nbsp; &nbs=
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nbsp; &nbs=
p;
WALK-IN PAY SERVI=
CES
AGREEMENT
This
Walk-In Pay Services Agreement ("Agreement") is entered into betw=
een
Universal Data Consultants, Inc., a Florida Corporation, (referred to as
“UDC”), and
___________________________________________________________________________=
______________________________,
(legal business name), doing business as (d/b/a), _________________________=
___________________________________________________________________________=
___,
with Federal Tax Identification Number
___________________________________________________________________________=
___________________
a(n) (State of) ___________________________________________________________=
________________________________________________________
(business organization: corporation, partnership, sole proprietorship, etc.)
________________________________________________, (referred to as “Ag=
ent”),
as of the date of last signature at the end of this Agreement (the
“Effective Date”).
Agent and UDC hereby agree as follows:
<=
span
style=3D'font-size:7.0pt;mso-bidi-font-size:12.0pt;font-family:Arial;mso-fa=
reast-font-family:
Arial'>1.
=
PURPOSE: Agent provides a retail and collec=
tion
services. “Providers=
221;
supply telephone service (“Services”). UDC operates a data concentration =
and
delivery service. UDC and Age=
nt
desire to enter into an arrangement in which Agent will collect payments fr=
om
customers of Providers for Providers Services (“Customers”) and
transfer the payment data information and funds collected for the Providers
payments to UDC for remittance.
Agent shall act as or be an agent of UDC and shall act on behalf of,=
and
for the benefit of, Providers in accepting and collecting payments from
Customers for Providers Services (“Customer Payments”).
=
2.&n=
bsp;
AGENT RESPONSIBILITIES:
Section 2.1
SCOPE
OF SERVICE
During the term of this Agreement, Agent shall
provide to UDC, for the benefit of Providers, the retail services for Custo=
mers
that include services for accepting and collecting Customer Payments as more
fully set forth herein.
Section 2.2
AGENT
SERVICES
Agent shall provide the following retail services=
to
UDC during the term of this Agreement.
(a)
Agent shall accept and collect Customer Payments =
from
Customers in accordance with the terms and conditions of this Agreement.
(b)
Agent shall make its locations available for the
acceptance of Customer Payments during the Agent’s normal business
hours. Agent will provide UDC=
with
written notice of any added location on the form attached hereto as
“Attachment A” or any locations that cease taking transactions.=
(c)
Each Customer Payment shall be immediately record=
ed
by Agent to UDC using either the voice payment entry system via telephone
(“Voice Payment Entry System”) or directly to UDC’s centr=
al
computer via computer transmission (“Computer Payment Entry
System”) (collectively referred to as the “UDC Payment Entry
System”). If us=
ing
the Computer Payment Entry System, the Agent shall provide UDC with at least
ninety (90) days advance notice of any planned enhancement, upgrades,
replacements, or significant modifications ("System Changes") to =
the
computer hardware, software, or networks used to provide the Agent Services,
and provide specific details of any System Changes that could possibly alter
transmission activity for Customer Payment data.
(d)
Agents shall issue to each Customer, for each
Customer Payment collected, a receipt after the Customer Payment is process=
ed
through the UDC Payment Entry System which clearly itemizes the amount of s=
uch
Customer Payment, the date the Customer Payment is processed through the UDC
Payment Entry System (“Payment Date”), the Customer account or =
pin
number and the confirmation number if provided. Subject to the receipt of
available funds in cash, a Customer Payment shall be deemed collected by Ag=
ent
upon the issuance by Agent to the Customer of a transaction receipt. Agent shall use its best efforts to
record all Customer transaction data to UDC at the destination and in the
format requested by UDC within five (5) minutes of accepting such Customer
Payment.
(e)
In the event a Customer disputes receipt of a
Customer Payment and the Customer makes a claim that Customer Payment was
received by such Agent and provides sufficient proof of such transaction, A=
gent
will perform an investigation and use its best efforts to reconcile and resolve
such dispute and claim. A=
gent
shall respond to UDC regarding the results of the investigation of the Cust=
omer
Payment and forward copies of all such information and documentation to
UDC.
(f)
All Agents will automatically receive privileges =
to
process any and all products and services provided by UDC unless stated
otherwise. Processing a produ=
ct or
service constitutes your acknowledgement that you have read and understand =
the
terms as stated herein and on www.udcpay=
.com
and agree to be bound by such terms.
UDC, in its sole discretion, may modify, alter or change the above r=
ates
from time-to-time in accordance with its own terms and policies, by providi=
ng
Agent written notice on www.udcpay.com. Agent’s continued use of the=
UDC
payment entry system, including purchasing products and services in accorda=
nce
with this Agreement, shall be deemed Agent’s acceptance of such modif=
ied
rates.
(g)
Agent shall comply and conform with the Accepted
Industry Standards in performing the Agent Services hereunder. “Accepted Industry
Standards” shall include and consist of those procedures and practices
that satisfy the following: (=
i)
meet at least the same standards that Agent follows in exercising reasonable
care in providing similar services for other persons; (ii) comply with all
applicable federal, state and local laws; and (iii) give due consideration =
to
the customary industry standards and practices of prudent companies that
provide similar services and the reliance of UDC on Agent to provide the Ag=
ent
Services hereunder.
Section 2.3
CONSI=
DERATION
Agent shall receive a fee for accepting and
processing each Customer Payment and for the remittance of such Customer
Payment to UDC (an "Agent Fee").=
The amount of the Agent Fee shall be defined in “Attachment
B” and posted on www.udcpay.com. This Agent Fee will cover all
operating and administrative costs of Agent incurred in providing Agent
Services, including, but not limited to, Agent management, payment processi=
ng
and collection, signage, receipt generation, bank wire transfer(s), automat=
ed
clearing house (“ACH”) transfers and daily account and remittan=
ce
balancing. Each Agent Fee wil=
l be
retained by Agent after the Customer Payment is collected and processed thr=
ough
the Voice Payment Entry System or Computer Payment Entry System by Agent and
the funds remitted to UDC hereunder.
Agent shall levy and collect sales tax as required by Federal, State=
or
local law or regulation. Agent
shall solely be responsible for the collection and remittance of those taxe=
s to
the appropriate taxing authorities.
Section 2.4
=
&nb=
sp; REPORTS
UDC will make available to Agent reports
(“Agent Reports”) of all Customer Payments received by Agent at
such Agent’s request in the event of a Customer Payment amount
discrepancy. Upon request of =
UDC,
Agent shall supply reasonable documentation supporting any payment transact=
ion
related to the Agent Services hereunder.
Section 2.5
=
&nb=
sp; TRANSMISSION
OF CUSTOMER PAYMENT TO UDC
Agent
shall initiate necessary transactions to provide the value for settlement of
funds due to Providers in a bank account designated in writing to UDC on the
form attached hereto as “Authorization Agreement for Pre-Arranged
Payments (Debits)” (“Agent Collection Account”). Deposited funds will be transferre=
d by
UDC or its designated contractor from Agent. The day a Customer Payment or Pin is
accepted and processed through the UDC Payment Entry System is defined as t=
he
"Transaction Day". =
Agent
shall initiate necessary transactions into the Agent Collection Account to
provide the “Settlement Funds” due to UDC on the second (2=
nd)
business day following the Transaction Day in an amount equal to the total
Transactions ("Transfer Transaction"). Settlement Funds are the aggregate=
of
all amounts processed through the UDC Payment Entry System as of the applic=
able
Transaction Day less all fees. For
Transactions processed through the UDC Payment Entry System on a holiday,
national or otherwise, or on a day banks are closed, Agent shall have the
Settlement Funds available for transfer to UDC the following business day.<=
span
style=3D'mso-spacerun:yes'> Any funds credited to Agent which =
were
designated as a Customer Payment shall be considered as held in trust for t=
he
interim pending deposit to the designated Agent Collection Account.
Failure to credit Settlement Fu=
nds
the date it is due to UDC constitutes a material breach of this Agreement.<=
span
style=3D'mso-spacerun:yes'> If
any automated clearing house (“ACH”) is returned or dishonored =
for
any reason, Agent agrees t=
o pay
UDC a charge of $30.00. If th=
e same
amount is returned or dishonored more than once, this will serve as definite
and final proof of nonpayment. Agent
may view all amounts, including but not limited to Settlement Funds, via
reports on UDC’s real-time website.&=
nbsp;
Agent may use these reports for accounting purposes in lieu of invoi=
ces
from UDC. If the Settlement A=
mount
paid is less than the aggregate of the amounts processed through the UDC
Payment Entry System as of an applicable Transaction Day (as adjusted for a=
ll
fees), when such insufficiency is determined, then Agent shall fund in its =
next
payment to the designated bank account an amount equal to the
insufficiency. Agent shall ho=
ld all
amounts due UDC, including but not limited to Settlement Funds, in trust on
behalf of UDC only. Agent
acknowledges and agrees it holds only bare legal title to any amounts, incl=
uding
but not limited to Settlement Funds, due UDC and UDC holds equitable title =
to
such amounts. Agent shall not
deduct, offset, delay, assign, or alienate amounts due to UDC. Agent shall not allow any amounts =
due to
UDC to be subject to the attachment, levy, garnishment or any other process=
, at
law or in equity, by a third party.
In the event Agent fails to tim=
ely
transfer the Settlement Funds to UDC then UDC may suspend Agent’s abi=
lity
to use the UDC Payment Entry System until all Settlement Funds are
received. To re-activate the account, UDC may request a security deposit and/or=
a
reconnect fee in a form and amount to be determined by UDC at its sole
discretion. UDC may elect in its sole discretion to allow Agent to u=
se
the UDC Payment Entry System. Agent acknowledges and agrees that fund=
s UDC
or its designated contractor debits are on behalf of Providers and as such =
in
the event of a return or dishonored notice, UDC and any Provider may direct=
ly
or indirectly demand the funds and/or suspend or terminate Agent’s
account without notice. In the event UDC or its designated cont=
ractor
is unable to successfully debit Agent’s bank account after two (2) attempts, Agent agrees to pay all costs of collections,
including but not limited to all court costs, and reasonable attorney’=
;s
fees, plus interest. UDC shal=
l not
be liable for bank account errors in entries caused by Agent or Agent’s bank. A=
gent shall be solely liable for all fees and=
costs
associated with Agent̵=
7;s
bank account.
UDC may modify the above transf= er of funds schedule and/or require other payment guarantees if Agent fails to cr= edit any Settlement Funds on time or if Agent’s creditworthiness declines. Agent authorizes UD= C to establish Agent’s creditworthiness through investigating options such= as credit history, credit reporting agencies, bank statements and references.<= o:p>
Section 2.6
RISK OF LOSS
Agent shall safeguard, protect, segregate and rec=
ord
all Customer Payments received from Customers, as well as all data relating=
to
such Customers and Customer Payments.
Agent shall be liable to UDC for the amount of any lost, stolen, or
misappropriated Customer Payments due to UDC under this Agreement regardles=
s of
how the funds became lost, missing, or stolen, whether by honest or dishone=
st
act, or any intentional or unintentional act, of any person, or mysteriousl=
y,
or by an act of God, or by any other cause or event. Immediately upon Agent's discovery=
that
Customer Payments received have been lost, stolen, or misappropriated, Agent
shall notify UDC and shall reimburse UDC the amount thereof, together with
interest and any other costs or damages UDC may have incurred, in whole or =
in
part, in the collection of such Customer Payments. The undersigned authorized
representative(s) and all owners of Agent’s business agree to be
personally liable for any and all Customer Payments received by Agent.
Agent expressly agrees that providing Agent Servi=
ces
and the use of the Services under this Agreement is at Agent’s sole
risk. UDC shall not be held l=
iable
for no inventory on a Provider Service nor shall UDC be held liable for bad
pins distributed by the UDC Payment Entry System. UDC does not warrant or guarantee =
any
income to Agent as a result of this Agreement. Agent agrees to be responsible for=
all
Customer Payments sent from any and all of Agent’s location(s), wheth=
er
by telephone or computer, processed through the UDC system. UDC does not represent or warrant =
that
the Voice Payment Entry System or Computer Payment Entry System will be
uninterrupted or error free nor does UDC make any representation or warrant=
y as
to the results to be obtained from the use of the Voice Payment Entry Syste=
m or
Computer Payment Entry System.
Agent acknowledges and agrees that Agent is solely
responsible for all activities transacted using Agent’s system
identification number, password or account information whether by Agent, its
employees, principles, officers, directors, affiliates or any other third
parties. Agent further agrees=
that
UDC will not be liable for any loss or damages arising from unauthorized us=
e of
Agent’s account by way of any fraudulent use of Agent’s
identification number, password or account information by any third party,
including but not limited to any affiliate of Agent and any other third
party. Agent will indemnify,
defend, and hold UDC harmless from and against any claims, losses, actions,
demands, liabilities and damages, including attorney’s fees, resulting
from any unauthorized use of any usernames, identification numbers or passw=
ords
issued to Agent by UDC.
In the event of a dispute between Agent and UDC,
Agent shall be required to submit written notice of such dispute, error or
discrepancy within fifteen (15) days of the disputed transaction. In the event that Agent fails to s=
ubmit
notice of such a dispute within such time frame, such failure shall be deem=
ed a
waiver of any right to dispute such transaction thenceforth. In no event shall UDC be liable for
incidental, special, consequential or punitive damages, including, but not
limited to lost revenue or profits, in connection with this Agreement even =
if
UDC was advised of the possibility of such damages. The sole and exclusive liability o=
f UDC
and remedy of Agent hereunder (including negligence) shall be general money
damages not to exceed the amount of the item subject to claim or dispute,
regardless of the characterization of such action, with a maximum aggregate
amount of liability being $100.
Agent agrees that Agent will not in any way hold UDC responsible for=
any
selection or retention of, or the acts or omissions of, third parties in
connection with the Agent Services or this Agreement.
Agent will in any event unequivocally indemnify U=
DC
against all loss, expense and damages (including any loss of or damage to
equipment if applicable), together with interest, sustained by UDC, as a re=
sult
of or arising from, in whole or part, any act or omission to act, whether
intentional, unintentional or negligent, by Agent or Agent’s
employee’s or other representatives, whether or not within the scope =
of
their employment, in connection with the Agent Services or otherwise relati=
ng
to this Agreement.
Damages or indemnity payable to UDC will in every case include
reasonable collection costs and attorneys’ fees whether or not a laws=
uit
is commenced, and interest or any other costs or expenses incurred under th=
is
Agreement.
Section 2.7
CHANGE =
OF
OWNERSHIP
Agent agrees to notify UDC of any change in owner=
ship
in writing three (3) business days before such change. Agent shall be responsible for all
payments processed done out of stores registered under Agent regardless of
whether such stores were sold, unless UDC received the required notificatio=
n as
above. All equipment supplied=
by
UDC to Agent shall be returned to UDC in good working condition, except wear
and tear, before the change in ownership or Agent agrees to pay the full va=
lue
of such equipment to UDC.
Section 2.8
EQUIPME=
NT
Agent acknowledges that any UDC equipment given to
Agent for payment processing is UDC’s property and that Agent may be
requested to return this equipment back to UDC at any time. Upon request by UDC, Agent agrees =
to
return any equipment to UDC in a timely manner. If, for any reason, Agent is unabl=
e to
return UDC’s equipment, Agent agrees to pay UDC the full market value=
for
such equipment. Agent agrees =
to
keep all equipment supplied by UDC at the store(s) registered with UDC and
shall be prohibited from moving such equipment outside the store(s). Agent agrees to allow access to an=
y UDC
representative to Agent’s store(s) for the purposes of this Agreement=
and
for the purpose of fulfilling UDC’s obligations to any vendors.
Section 2.9
=
&nb=
sp; PAYMENT
GUARANTEE
=
; &n=
bsp; UDC
reserves the right, in its sole discretion, to require and choose one payme=
nt
guarantee option for each Agent for the term of this Agreement. Agent agrees to accept and comply =
with
the payment guarantee requirement in return for UDC’s approval to bec=
ome
an Agent. Failure by an Agent=
to
comply with the payment guarantee option may result in the Agent account be=
ing
suspended or terminated. Unle=
ss
otherwise stated in writing, UDC may choose from the following payment
guarantee options for each Agent:
(a)
Agent applies for, receives and maintains a Finan=
cial
Guarantee Surety Bond(s) covering all of Agent’s store locations, at
Agent’s sole cost, in force for the duration of this Agreement statin=
g a
financial guarantee of any and all Customer Payments in an amount of at lea=
st
$10,000. Agent shall name UDC=
as a
beneficiary on each Surety Bond obtained under the terms of this
Agreement. Agent shall receive
approval by UDC of the bonding agency prior to Agent applying for and recei=
ving
a Surety Bond for the purpose of this Agreement.
(b)
Agent is placed on a prepay status. UDC reserves the right to hold cre=
dits
to Agent’s account until any checks are cleared by the banking
institution. When Agent’=
;s
account is depleted of funds, Agent’s account will automatically be
suspended. Other terms to be
provided by UDC.
=
3.&n=
bsp;
TERM
The initial term of the Service shall continue for
thirty-six (36) months ("Initial Term"). Upon completion of the Initial Ter=
m,
this Agreement shall automatically renew for additional 12 (twelve) month
periods (each a “Renewal Term”) unless either party hereto gives
the other party ninety (90) days prior written notice of its intention to
terminate the Agreement. Agent=
will
incur no monetary penalty for early termination.
=
4.&n=
bsp;
TERMINATION
UDC may immediately terminate this Agreement for
cause deliverable orally or in writing at the discretion of UDC in the event
(i) Agent fails to comply with any material term or condition of this
Agreement; (ii) it is determined that UDC's or Agents' involvement in the
Service is prohibited by law or regulation; (iii) there is a material adver=
se
change in Agent's financial condition or operations; or (iv) at the request=
of
Provider(s). This Agreement m=
ay
also be terminated by suspending Agent’s account in the event that UDC
determines that Agent’s activities could endanger the safety and/or
soundness of UDC’s business or in the event that ACH debits as submit=
ted
by UDC or its designated contractor are returned, refused or dishonored for=
any
reason. UDC may immediately
terminate this Agreement without cause deliverable orally or in writing at =
the
discretion of UDC in the event that the Agreement between UDC and Providers=
is
terminated or by request of a Provider.&nb=
sp;
UDC may cease or limit the availability of any or all Provider produ=
cts
available to Agent at the request of Provider(s) without liability to Agent=
. Agent’s UDC may terminate this
Agreement without cause by providing reasonable prior written notice to
Agent. For the mutual protect=
ion of
UDC and Agent, UDC is authorized to suspend service to Agent or an individu=
al
location, without any liability, in the event UDC, in its sole discretion,
determines that suspension of service is in its or Agent’s best
interests.
Agent may terminate this Agreement for cause
deliverable in writing in the event (i) Agent stops processing payments for
Providers; or (ii) UDC enters formal insolvency proceedings.
All obligations for transactions made prior to the
termination shall survive termination.&nbs=
p;
UDC shall not be liable to Agent for damages (including lost profits=
due
to foregone sales) due to termination.&nbs=
p;
Upon any termination of this Agreement, Agent shall cooperate in good
faith and take reasonable actions to assist with the termination of this
Agreement so that any Customer Payments being processed, collected or
transferred at the time of or following the termination are properly report=
ed
and accounted for and transferred to UDC.
=
5.&n=
bsp;
TERMS & CONDITIONS
Secti=
on 5.1
&=
nbsp; AUTHORITY
Each =
person
who signs below for a corporation, partnership, or other entity personally
represents that he or she has the authority to bind such entity. A signature by one partner constit=
utes
acknowledgment and agreement by all partners to be bound by this
Agreement. This
Agreement may be executed by the parties hereto in any number of counterpar=
ts,
each of which, when executed and delivered, shall be deemed to be an origin=
al
and all of which shall constitute together but one and the same document. T=
his
Agreement may be executed in counterpart by facsimile signature, which
signatures shall be treated as, and shall have the effect of, original and =
manually
executed signatures.
Agent =
agrees
that it has all licenses, waivers, or any other consents necessary to perfo=
rm
the Services hereunder. This
Agreement does not give Agent the authority to make any representation on
behalf of any Provider.
Section 5.2
ASSIGNMENT
Neither this Agreement, nor any of the rights
hereunder, including any transactions due, may be assigned to any other per=
son
or entity including a successor in interest, whether by operation of law or
otherwise, without prior written consent of the non-assigning party.
Section 5.3
BINDING
ON SUCCESSORS AND ASSIGNS
This Agreement will inure to the benefit of and be
binding upon the undersigned parties and entities, and their respective leg=
al
representatives,
successors, and assigns.
Section 5.4
GOVERNING
LAW
This Agreement shall be construed and enforced in
accordance with, and shall be governed by, the laws of the State of Florida
without regard to its conflicts of laws principles. Agent and UDC shall comply with th=
e laws
and regulations applicable to the operation of the Service.
In the
event that litigation is required due to a breach of this Agreement, such
litigation shall be conducted in Broward County, Florida. The parties hereto consent to pers=
onal
jurisdiction and venue exclusively in the City and State of Florida, includ=
ing,
without limitation, all pretrial proceedings and party depositions brought =
with
respect to this Agreement. The
non-prevailing party shall pay all the prevailing party’s
attorney’s fees and any other costs arising as a result of such
action. It shall not be deeme=
d a
waiver if UDC delays or fails to enforce any of its rights or remedies under
this Agreement.
Section 5.5
INDEMNIF=
ICATION
Each party (the “Indemnitor”) agrees =
to
indemnify and hold harmless the other and its affiliates, officers, agents =
and
employees (the “Indemnified Party”) from any losses, liabilitie=
s,
claims, or demands (including the costs, expenses, and attorneys' fees on
account thereof, but excluding consequential loss of profit or incidental
damages) for injuries (including death) to persons, or damage, including th=
eft,
to property or any other damages arising out of any failure of the Indemnit=
or
to perform its obligations hereunder or connected with =
any
breach of any representative, warranty or covenant of the Indemnitor hereun=
der,
unless such losses, liabilities, clauses, demands or damages result from the
negligence, bad faith or willful misconduct of the Indemnified Party. Each party agrees to defend the ot=
her
party at the other party's request, against any such liability, claim, or
demand. Each party agrees to =
notify
the other promptly of any written claims or demands against itself for which
the other party is responsible hereunder.&=
nbsp;
Section 5.6
CONFIDEN=
TIALITY
Agent shall not itself, nor allow its stores or
business location employees to, either directly or indirectly disclose,
disseminate, or make use of the confidential business or technical informat=
ion
provided to Agent at any time by UDC ("Confidential Information")=
. Confidential Information is the
exclusive property of UDC and shall include, without limitation, the terms =
and
conditions of this Agreement, all information which is not publicly availab=
le,
whether oral or written, relating to the Customers, Customer Payments,
policies, procedures, manuals, computer information and programs, software
programs and components, financial pricing, sales of the Service, sales of =
the
Provider Services, passwords and all other sources of information that UDC
deems to be confidential. Age=
nt
acknowledges the unauthorized disclosure or use of Confidential Information
would cause UDC irreparable harm and significant injury such that monetary
damages would be difficult to ascertain.
Section 5.7
INTELLEC=
TUAL
PROPERTY
Agent
agrees that UDC owns all rights, title and interest in and to the UDC payme=
nt
entry system and CellTrack and any other technology or property provided by=
UDC
and used by Agent or any third party to access the UDC payment entry system,
including all intellectual property rights herein. Agent acknowledges and agrees that=
UDC
is, and UDC or its successors or assigns shall remain, the owner of the UDC
Intellectual Property. Agent =
shall acquire
no ownership interest in the UDC Intellectual Property through this Agreeme=
nt
or otherwise and all use by Agent of the UDC Intellectual Property shall in=
ure
solely to the benefit of UDC. Agent
agrees not to use any UDC logos or trademarks contrary to what is agreed up=
on
unless requested in writing and authorized by an officer of UDC. Agent acknowledges that the UDC pa=
yment
entry system and CellTrack, their structure, organization and source code
constitute valuable trade secrets of UDC.&=
nbsp;
Accordingly, Agent agrees that it will not, and will not permit any
third party, to access the UDC payment entry system or CellTrack other than
those parties authorized under this Agreement. Agent agrees that it shall:
a. cooperate fully with UDC, in efforts to obtain, perfect and enfor=
ce
UDC's rights in the UDC Intellectual Property;
b. not, directly or indirectly, contest or assist any other party in
contesting the validity or enforceability or UDC's ownership of the UDC
Intellectual Property;
c. not do or permit to be done any action or thing which will in any=
way
impair or damage UDC’s rights in and to the UDC Intellectual Property=
;
d. prior to issuing documents or materials including the UDC Tradema=
rks,
obtain UDC’s approval, use the UDC Intellectual Property only in the =
form
and manner approved by UDC or in such other form or manner as approved in
advance by UDC, which approval shall not be unreasonably withheld; and
e. prior to creating or distributing documents or materials including
the UDC Intellectual Property or selling products or services embodying the=
UDC
Intellectual Property, obtain the approval of UDC; and
f. not modify, create derivative works of, adapt, alter or translate=
the
UDC payment entry system or CellTrack; and
g. not sublicense, lease, rent, loan, distribute, provide access to,=
or
otherwise transfer any aspect of the UDC payment entry system or CellTrack =
to
any third party not authorized under this Agreement; and
h. not reverse engineer, decompile, disassemble, or otherwise derive=
or
determine or attempt to derive or determine the source code (or the underly=
ing
ideas, algorithms, structure or organization) of any aspect of the UDC paym=
ent
entry system or CellTrack; and
i. not copy, install or use the UDC payment entry system or CellTrack
except as expressly permitted in this Agreement.
Agent
further agrees to indemnify UDC for any losses as a result of any violation=
of
these provisions by Agent, its employees, principles, officers, directors or
affiliates. There are no impl=
ied
licenses under this Agreement and any rights not expressly granted to Agent
hereunder are reserved by UDC.
Agent is not granted any patent license under this Agreement. Agent further agrees that its righ=
ts to
the use of the UDC payment entry system and/or CellTrack are provided solel=
y by
this Agreement and are limited by the life, terms and conditions of this
Agreement.
Secti=
on 5.8
&=
nbsp; WARRANTIES
Each =
party
warrants that is has full right, power, and authority to en=
ter
into this Agreement and to perform its obligations and duties under this
Agreement, and that the performance of such obligations and duties hereunder
does not and will not conflict with or result in a breach of any other
agreements of such party or any judgment, order, or decree by which such pa=
rty
is bound. UDC shall not be he=
ld
liable for any data Agent stores or transfers as a result of this Agreement=
.
THE UDC
PAYMENT ENTRY SYSTEM AND ANY PRODUCT OR SERVICE SOLD USING THE UDC PAYMENT
ENTRY SYSTEM ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY =
KIND
WHETHER EXPRESS OR IMPLIED, OR BASED ON STATUTE, TORT =
OR ANY
OTHER THEORY OF LAW. UDC EXPRES=
SLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNE=
SS FOR
A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PAR=
TY
RIGHTS. AGENT ACKNOWLEDGES AND AGREES THAT UDC MAKES NO
REPRESENTATIONS AS TO THE REASONABLENESS, APPROPRIATENESS, QUALI=
TY OR
FUNCTIONALITY OF PRODUCTS AND SERVICES PROVIDED BY UDC THROUGH THE UDC PAYM=
ENT
ENTRY SYSTEM. ANY PRODUCT OR SERVICE PROVIDED BY UDC TO AGENT OR
OTHER THIRD PARTIES ON AGENT’S BEHALF ARE ON AN “AS IS<=
/span>”=
; BASIS =
AND
SUBJECT TO THE TERMS AND CONDITIONS IMPOSED BY SUCH PRODUCT’=
;S RESP=
ECTIVE
CARRIER AS WELL AS THE ABILITY OF SUCH CARRIER TO FULFIL SUCH TERMS AND
CONDITIONS. IN NO EVENT SHALL UDC BE HELD LIABLE FOR THE QUAL=
ITY, THE T=
ERMS
OR CONDITIONS, OR THE FAILURE OF ANY CARRIER TO FULFILL ITS
OBLIGATIONS OF ANY PRODUCT OR SERVICE SUPPLIED THROUGH THE UDC PAYMENT ENTRY
SYSTEM. AGENT AGREES THAT THE
PROVISIONS OF THIS SECTION ARE REASONABLE AND ARE FUNDAMENTAL ELEMENTS OF T=
HIS
AGREEMENT.
IN NO E=
VENT
WILL UDC BE LIABLE TO AGENT OR ANY THIRD PARTY FOR ANY SPECIAL, INCID=
ENTAL, INDIR=
ECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING THOSE RESULTING FROM DELAY OR
INTERRUPTION OF USE, MISTAKES, OMISSIONS, LOSS OR CORRUPTION OF DATA, VIRUSE=
S, ERROR=
S,
DEFECTS, FAILURE OF PERFORMANCE OR LOST PROFITS, ARISI=
NG
FROM OR RELATED TO THIS AGREEMENT, THE UDC PAYMENT ENTRY SY=
STEM WHETHE=
R OR
NOT AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Secti=
on 5.9
REPRE=
SENTATION
This
Agreement does not authorize Agent to make any representation on behalf of =
any
vendor and Agent shall obtain any such authorization from each vendor direc=
tly.
Section 5.10
ENTIRE
AGREEMENT
This Agreement constitutes the entire and sole
agreement between the undersigned parties with respect to the subject matter
hereof. This Agreement supers=
edes
all prior understandings, arrangements, or agreements related to the subject
matter hereof between the parties hereto not contained in this Agreement.
Section 5.11
=
&nb=
sp; AMENDMENTS
& MODIFICATIONS
Except as provided herein above, no modification,
renewal, extension, or waiver of any of the provisions of this Agreement sh=
all
be binding upon either party unless made in writing and signed by the parti=
es.
Section 5.=
12
&=
nbsp; NON-WAIVER
OF RIGHTS
The failure of any party to insist upon or enforce
strict performance of any provision of this Agreement or to exercise any ri=
ght
under this Agreement will not be construed as a waiver or relinquishment of=
its
rights to assert or rely upon any provision or right in that or any other
instance, and such provision or right will remain in full force and
effect.
Section 5.=
13
&=
nbsp; SURVIVAL
If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance,=
it
shall nevertheless remain applicable to all other persons and
circumstances. Any obligation=
s of
the parties under this Agreement which by their nature are intended to cont=
inue
beyond the termination hereof shall survive and be enforceable beyond the
termination.
Section 5.=
14
&=
nbsp; FORCE
MAJEURE
Neither party hereto shall be liable for any fail=
ure
of or delay in performance of its obligations under this Agreement to the
extent such failure or delay is due to circumstances beyond the reasonable
control of such party and could not be avoided by the exercise of due care =
of
such party. Each party shall =
use
its best efforts to minimize the duration and consequences of any failure o=
f or
delay in performance.
Section 5.=
15
&=
nbsp; RIGHT
TO AUDIT
Upon =
two
(2) business days notice to Agent, UDC shall have the right to examine and
audit the books and records, including but not limited to computer records,=
of
Agent as they pertain to the Services of this Agreement during Agent's norm=
al
business hours. Such books and
records shall be maintained in a manner that is sufficient and adequate to
enable the determination of: (1) the substantiation and accuracy of any
payments required to be made under his Agreement; and (2) compliance with t=
he
provisions of this Agreement. Agent
shall provide reasonable and diligent assistance to UDC or its representati=
ve
in connection with any examination or audit of Customer Payments accepted,
collected or remitted hereunder and the Agent Services provided hereunder.<=
span
style=3D'mso-spacerun:yes'>
Section 5.16
=
INDEPENDENT CONTRACTOR
It is
expressly agreed that the parties hereto are acting hereunder as independent
contractors and this agreement is not a joint venture, agency, partnership,=
or
other similar business arrangement.
Under no circumstances shall any of the employees of one party be de=
emed
the employees of the other for any purpose.
Secti=
on
5.17
&=
nbsp; INDEPENDENT
BUSINESS JUDGMENT
&=
nbsp; Agent repre=
sents
and warrants that it has read this Agreement, and that it fully understands=
its
rights and obligations hereunder. Agent further represents that it has
sufficient business experience and expertise to independently evaluate the
business opportunity offered hereby, that Agent has been given the opportun=
ity
to consult with legal counsel of its choosing, and that, in executing this
Agreement, Agent is not relying on any claims, estimates, projections
(financial or otherwise), or representations made by Agent or UDC. In addition, Agent acknowledges th=
at UDC
or Agent does not guarantee or make any assurances whatsoever as to the
Agent’s profitability or sustenance of current margins on products and
services.
6. WRIT=
TEN
CORRESPONDENCE
Unless otherwise agreed to by the parties in writ=
ing,
all notices, requests or other communications hereunder shall be in writing=
and
shall be sent by first class mail, postage prepaid, facsimile, receipted
courier service or shall be personally delivered, to the other party at its
respective address specified below:
If to UDC:
Universal Data Consultants, In=
c.
4690 Southwest 78 Avenue
Davie, Florida 33328
If to Agent: =
(business name and address)
______________________________=
_____________________________
______________________________=
_____________________________
______________________________=
_____________________________
or to each party, at such
other address or addresses as shall be designated in a written notice to the
other party or to the person whose signature appears herein below at the
address set forth above.
All such notices, reques=
ts
and communications, if communicated as set forth above shall be effective in
the case of mail, three (3) business days after mailing, and in every other
case, upon receipt when personally delivered.
7. CRED=
IT
CHECK RELEASE
&=
nbsp; Ag=
ent
herby authorizes UDC and its designated agents and representatives to
conduct a comprehensive review of Agent’s background causing a
consumer/commercial report and/or an investigative consumer/commercial repo=
rt
to be generated for purposes of becoming an authorized UDC Agent. Agent understands that the scope o=
f the
consumer/commercial report/investigative consumer/commercial report may
include, but is not limited to, the following areas: Verification of social
security number; current and previous residences; current and previous plac=
es
of business; character references; credit history and reports; criminal his=
tory
records from any criminal justice agency in any or all federal, state, coun=
ty
jurisdictions; and any other public records or to conduct interviews with t=
hird
parties relative to Agent’s character and general reputation.
Agent
further authorizes any individual, company, firm, corporation, or public ag=
ency
(including the Social Security Administration and law enforcement agencies)=
to
divulge any and all information, verbal or written, pertaining to Agent to =
UDC
or its agents. Agent further authorizes the complete release of any records=
or
data pertaining to Agent which the individual, company, firm, corporation, =
or
public agency may have, to include information or data received from other
sources.
Agent hereby releases UDC, the Social Security Administration, and its agen=
ts,
officials, representatives, or assigned agencies, including officers,
employees, or related personnel both individually and collectively, from an=
y and
all liability for damages of whatever kind, which may, at any time, result =
to
Agent, Agent’s heirs, family, or associates because of compliance with
this authorization and request to release. Agent may revoke this authorizat=
ion
at any time in writing. Agent’s contact information is
listed below.
Print Name:
___________________________________=
________________________________
&nb=
sp; (First)
(Middle)
(Last) =
(Maiden)
Former Name(s) and Dates Used:
______________________________________
Current Address Since:
_______ _____________________________________=
_______________________
&nb=
sp; (Mo/Yr) =
; =
(Street) =
&nb=
sp;
(City)
(State/Zip)
Previous Address From:
_______ _____________________________________=
_______________________
&nb=
sp; (Mo/Yr) =
; =
(Street) =
&nb=
sp;
(City)
(State/Zip)
Previous Address From:
_______ _____________________________________=
_______________________
&nb=
sp; (Mo/Yr) =
; =
(Street) =
&nb=
sp;
(City) =
(State/Zip)
Soc. Sec. Number: _______-_______-_________ DOB:
______/______/_________
&nb=
sp; =
&nb=
sp; (I.D.
Purposes Only)
Drivers License Number/State:
_________________________________________________
Telephone number: _________________________________
IN WITNESS WHEREOF, the parties have caused this Agreeme=
nt
to be executed by their duly authorized representative(s) as of the Effecti=
ve
Date.
UNIVE=
RSAL
DATA CONSULTANTS, INC. &nb=
sp; =
<=
span
style=3D'mso-spacerun:yes'> =
&nb=
sp;
AGENT
=
&nb=
sp; =
&nb=
sp; =
&nb=
sp; =
&nb=
sp; =
=
Signer #1
By:
_____________________________________ =
&nb=
sp; =
By:<=
span
style=3D'mso-spacerun:yes'> __________________________________=
_____
=
&nb=
sp; =
Signature &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; =
&nb=
sp; =
Signature
Name:
___________________________________&=
nbsp; &nbs=
p; =
Name:
____________________________________
Title:
____________________________________=
&nb=
sp; =
Social Security # ____________________________
Date:
____________________________________=
&nb=
sp; =
Title:
_____________________________________
=
&nb=
sp; =
&nb=
sp; =
&nb=
sp; =
&nb=
sp; =
=
Date: ______________________________________
&=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; =
Signer #2
=
=
&nb=
sp; =
&nb=
sp; =
&nb=
sp; =
&nb=
sp; By: __________________________________=
___
&=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; =
&nb=
sp; =
Signature
&=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; =
&nb=
sp;
Name: ________________=
___________________
&=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; =
&nb=
sp;
Social Security #: __________________________
&=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; =
&nb=
sp;
Title: _______________=
_____________________
&=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; =
Date: ____________________________________
![](3D"UDC_AGENT_CONTRACT_v5.1_files/image005.jpg")