We, Cardless PayTech LLC (“CP”), have established this privacy policy to inform you how we treat the information you provide through our website and payment processing applications (collectively, “CP’s Service”). We also want to tell you about the other information that we collect in the application, and how we treat this information. We follow this privacy policy in accordance with local law in the places where we operate.

Our site and application may provide you with hyperlinks to other sites not owned or controlled by us and we are not responsible for the privacy practices of any site that is not owned or controlled by us. We encourage you to be aware when you leave our site or applications and to read the privacy policies of these other sites.

A. What Types of Information We Receive




B. How We Collect Information

• We collect all of the information you provide to us through the activities described above.
• We collect information through technology, such as cookies, Flash cookies and Web beacons, including when you visit our site and application, use our applications, or open emails from us.
• We may acquire information from other sources to update or supplement the information you provided or we collected automatically.

C. How We Use Information

We may use your personal information to:

• Provide you with the products and services you request;
• Communicate with you about your account or transactions;
• Improve our products, services and operations;
• Personalize your experience on our site and application;
• Detect, investigate and prevent activities that may violate our policies or be illegal;
• Review whether it is responsive to a subpoena or other legal request we have received; and
• Comply with other purposes disclosed to you at the time you provide your Personal Information, or as otherwise set forth in this Privacy Policy.

We use Your Customer’s Payment Information only in providing CP’s Service to You.

We may use all other information you provide to us, that is information excluding your Personal Information and Your Customer’s Payment Information, for any purpose.

D. When We Share Information

The limited instances of when we may share your Personal Information with others are:

• When, as may be necessary or appropriate in providing CP’s Service, we utilize third-party vendors or partners to assist with your instant verifications or advanced verifications or bank authentication;
• When you have otherwise given us your express permission to do so;
• When we share your information with third parties in connection with the sale of our business, to enforce our Terms and Conditions or rules, to ensure the safety and security of our users and third parties, or to protect our rights and property and the rights and property of our users and third parties; or
• When we determine your information is responsive to a subpoena or other legal request.

Please note that once we share your information with another company, the other company’s privacy practices will govern their use of the information.

We do not, in the ordinary course of business, sell your Personal Information to third-parties for marketing purposes.

We may, as may be necessary or appropriate in providing CP’s Service, share Your Customer’s Payment Information in the course of utilizing third-party vendors or partners to assist with your instant verifications or advanced verifications or bank authentication.

E. How We Secure Data

The security of your information is important to us, because we know that the security of your information is important to you. We have implemented security procedures that are intended to protect your Personal Information and Your Customer’s Payment Information, including data encryption, secure SSL communications, and the use of a data center with its own built-in firewalls and security monitoring 24 hours a day, seven days a week. From time to time, we review and update our procedures to consider appropriate new security technology and methods.

Please be aware of the following, however:

• No security measures are perfect or impenetrable. If, despite our security measures, your information has been compromised, we will notify you in accordance with our legal obligations in your jurisdiction.
• Depending on how you connect to the internet or your network, the information you send to us electronically may not be secure when you transmit it to us. We recommend that you avoid channels that are not secure when you transmit or communicate sensitive or confidential information to us.

We may transfer your information to locations around the world. Wherever we control the transfer, storage, or processing of your personal information, we will take reasonable steps to safeguard the privacy of your information.

F. How You Control Your Information

You may modify, change, or correct your information in the same manner in which you originally provided it to us.

If you want to delete your account, please contact us at info@cardlesspaytech.com. Once we receive your request, we will then take steps to delete your information within a commercially reasonable time from the end of your subscription. We may retain some information for our own backup, archival, record or audit purposes and as otherwise required by law, however, we will only retain the information for those purposes. Please note that we will only be able to delete your information that is within our control, and we will not be able delete your information that we had previously shared with others in accordance with this privacy policy.

G. How We Protect Children’s Privacy

We do not knowingly allow children under the age of 13 to use or register for CP’s Service, and therefore we do not knowingly collect personal information from children under the age of 13.

If you believe that we have inadvertently collected personal information from a child under 13, please contact us at info@cardlesspaytech.com so we can take appropriate steps to delete the child’s personal information.

We define “personal information from a child under 13” to include (1) a first and last name; (2) a home or other physical address including street name and name of a city or town; (3) online contact information such as an email address or instant messaging user identifier; (4) a screen or user name; (5) a telephone number; (6) a persistent identifier that can be used to recognize a user over time and across different online services, including an IP address or a unique device identifier; (7) a photograph including the child’s image; or (8) geolocation information sufficient to identify street name and name of a city or town.

H. How Our Privacy Policy May Be Changed

From time to time, in response to new technologies, industry practices, regulatory requirements, changes in our services, or other circumstances, we may change this privacy policy. If these changes are material, we will provide notice to you, and, if we are required by applicable law, we will obtain your consent. If you choose not to accept the new privacy policy, your account may be terminated.

I. How You May Comment and Inquire About This Policy

If you have a comment or question about this privacy policy, please contact us at info@cardlesspaytech.com.

J. Notice to California Residents

At this time, CP has fewer than 20 employees and thus is exempt from California Civil Code § 1798.83. If this changes, this privacy policy will be updated to comply with California Civil Code § 1798.83.

By checking the box indicating “I agree to the Billing Agreement,” You enter into and agree to be bound by the terms of this Billing and Subscription Agreement (“Agreement”) between You and Cardless PayTech LLC (“CP”), an Illinois limited liability company. (CP and You may be collectively referenced herein as the “parties,” or individually as a “party.”)

RECITALS

WHEREAS, You desire to subscribe to CP’s application, software, and website for verifying and processing your customer’s check payments (“CP’s Service”);
WHEREAS, CP desires to allow You to subscribe to CP’s Service on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Incorporation of Recitals. The recitals set forth above are hereby incorporated into and made a part of this Agreement as though set forth fully herein.

2. Subscription. You hereby agree to subscribe to CP’s Service, which includes access to and use of the applications and websites which comprise CP’s Service. You may subscribe to either the Business Premium or Enterprise packages, described herein (either referred to herein as “Your Subscription”). Your Subscription is subject to (a) all other terms and conditions set forth in this Agreement, and (b) the Terms and Conditions of CP’s Service, as may be modified from time to time by CP, which are available at Terms and Conditions and which are hereby incorporated by reference into this Agreement.

(a) Subscription Term. The length of Your Subscription is thirty (30) days.
(b) Renewal. Your Subscription will automatically renew every thirty (30) days until terminated in accordance with section 8 of this Agreement.
(c) Each 30-day period of your subscription term or of any renewal may be referred to herein as a “Subscription Month.”

3. Benefits of Subscription Packages. CP offers the following subscription packages, with the respective benefits of each as follows:

(a) Business Premium. The Business Premium package includes:

• Unlimited Check Processing;
• Unlimited Routing Number Validation;
• Creation of Pay by Check Invoice link;
• 95 Instant Verifications per month;
• 95 Advanced Verifications per month;
• Phone and Email Customer Support;

(b) Enterprise. The Enterprise package includes:

• Unlimited Check Processing;
• Unlimited Routing Number Validation;
• Creation of Pay by Check Invoice link;
• 195 Instant Verifications per month;
• 195 Advanced Verifications per month;
• Phone and Email Customer Support;

(c) Business. The Business package includes:

• Unlimited Check Processing;
• Unlimited Routing Number Validation;
• Creation of Pay by Check Invoice link;
• 45 Instant Verifications per month;
• 45 Advanced Verifications per month;
• Phone and Email Customer Support;

(d) Enterprise Plus. The Business package includes:

• Unlimited Check Processing;
• Unlimited Routing Number Validation;
• Creation of Pay by Check Invoice link;
• Unlimited Instant Verifications per month;
• Unlimited Advanced Verifications per month;
• Phone and Email Customer Support;
• Tailored Pricing;
• Dedicated Account Support;
• Integration Support;

4. Payments; Automatic Payment Method.



(c) Changes in payment amount. You agree that CP shall have the right to change the payment amounts set forth in section 4(a) without advanced notice to You.

5. CP’s Rights in Event of Non-Payment. If CP is unable for any reason to obtain the monthly payment amount due from the payment information provided by You, CP shall issue written notice to the email address affiliated with You stating that CP was unable to process Your monthly payment, and that if You do not correct the failed payment within five (5) business days, CP will have the right to terminate Your Subscription. You then have five (5) business days following the issuance of such notice to cure the non-payment, and if necessary, provide new payment information in order to avoid having Your Subscription terminated.

6. Refund Policy. CP will issue a refund only (a) in the event that Your account is mistakenly overcharged or charged repeatedly for the same monthly payment, provided that any overcharge is reflected in a difference between the monthly payment then in effect for Your Subscription and the amount charged to Your payment account, or (b) for any reason not set forth herein that is required under the statutes or administrative rules in your jurisdiction. CP will NOT be obligated to issue a refund in any other circumstances, including but not limited to if You are dissatisfied with Your Subscription, if You suffer an outage as described in section 9(a), or if You do not use Your Subscription or any benefits thereof.

7. Credit Information Check. YOU AUTHORIZE US TO OBTAIN CREDIT BUREAU REPORTS, AND MAKE OTHER CREDIT INQUIRIES WE DETERMINE ARE NECESSARY. ON YOUR WRITTEN REQUEST, WE WILL INFORM YOU WHETHER WE HAVE REQUESTED A CONSUMER CREDIT REPORT AND THE NAME AND ADDRESS OF ANY CONSUMER CREDIT REPORTING AGENCY THAT FURNISHED A REPORT. YOU ACKNOWLEDGE WITHOUT FURTHER NOTICE THAT WE MAY USE OR REQUEST ADDITIONAL CREDIT BUREAU REPORTS TO UPDATE OUR INFORMATION.

8. Termination.



9. Disclaimers.


10. Limited Warranty; Disclaimer of Other Warranties. CP’S SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. CP HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; AVAILABILITY OF CP’S SERVICE; LACK OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION THROUGH CP’S SERVICE—INCLUDING BUT NOT LIMITED TO ANY INFORMATION THAT IS SUBMITTED BY ANY CUSTOMER OF YOURS AND ANY TYPOGRAPHICAL ERRORS BY CP OR ANY OTHER USER; AND ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE IN CONNECTION WITH CP’S SERVICE, CONTENT AND MATERIALS ON THE APPLICATION AND/OR SITE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN CONNECTION WITH CP’S SERVICE, CONTENT, MATERIALS AND APPLICATIONS IS BORNE BY YOU. CP SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR OTHER MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Damages. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), THAT ARISE OUT OF OR ARE RELATED TO CP’S SERVICE OR ITS REWARDS, OR TO ANY BREACH OF THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT CP IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CP LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING YOUR CUSTOMERS, OTHER USERS OF CP’S SERVICE, AND OPERATORS OF EXTERNAL SITES/APPLICATIONS AND SERVICES—INCLUDING BUT NOT LIMITED TO THIRD-PARTY PAYMENT PROCESSORS OF YOUR BILLING PAYMENTS TO CP. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CP IS TO STOP USING CP’S SERVICE, AND TO CANCEL YOUR ACCOUNT. YOU HEREBY RELEASE CP AND CP’S AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12. Indemnification. You hereby agree to indemnify, defend, and hold CP harmless from and against any and all costs or expenses, including reasonable attorney’s fees, in connection with any claims made or actions brought against CP that arise from (i) Your negligence, (ii) Your misuse or unauthorized use of CP’s Service, (iii) CP’s reasonable reliance on any information from or representation by You, (iv) any act or omission of You, or (v) any breach of this Agreement by You. The indemnifications granted herein shall survive the expiration or termination of the Agreement.

13. No Assignment or Subleasing. You shall not encumber, assign, or otherwise transfer this Agreement, any right or interest in or under this Agreement, or any right or interest in Your Subscription without the prior express written consent of CP. You shall not sublease Your Subscription, or any part thereof, or allow any other persons, other than Your agents and employees, to use Your Subscription or any part thereof without the prior written consent of CP. Any encumbrance, assignment, transfer, or subletting without the prior written consent of CP, whether it be voluntarily or involuntary, by operation of law, or otherwise, is void and shall, at the option of CP, terminate this Agreement.

14. Authority. By signing this Agreement, the person signing on behalf of any entity or organization that is not a real person (i.e., an individual) represents that he or she is duly authorized by the entity on behalf of which he or she is signing this Agreement to bind such entity and its successors and assigns to the responsibilities, duties, and obligations set forth herein.

15. Miscellaneous

This document (“the Agreement”) sets forth a legally binding agreement between you and Cardless Paytech LLC (“CP”). By accessing or using in any manner, any application, software, or website made available by CP (together, “CP’s Service”), you agree to be bound by the terms of use set forth in the Agreement.

THIS AGREEMENT affectS your legal rights and obligations with respect to CP. If you do not agree to be bound by all of the Terms of Use SET FORTH IN THIS AGREEMENT, do not access or use ANY PORTION OF CP’s Service.

1. CP LICENSE.

CP hereby grants you a non-transferable, non-exclusive, terminable license to view and use CP’s Service for your own personal use. The license granted to you is conditioned upon your proper conduct and compliance with this Agreement, as determined by CP in its sole discretion.

2. OVERVIEW OF CP’S SERVICE.

CP’s Service offers you a cost-effective subscription platform for verifying and processing your customer’s check payments. CP’s Service enables you to enter your customer’s check information and verify if your customer has sufficient funds in their payment account. Once the payment is verified, you can print a check to deposit in your bank. Note, however, that because of lags between when you verify your customer’s payment account and when you deposit the check—among other factors—CP CANNOT AND DOES NOT GUARANTEE ANY CHECK WILL CLEAR. CP WILL NOT BE HELD ACCOUNTABLE AND DOES NOT ASSUME ANY LIABILITY FOR ANY BANK FEES OR ANY TYPE OF FEES YOU MAY INCUR AS A RESULT OF A CHECK THAT DOES NOT CLEAR.

3. YOUR ACCOUNT.

In order to use CP’s Service, you are required to request access, and then create and register for an account (an “Account”). When requesting access and registering for, or updating an Account, you provide us with certain personal information, including your name, mailing address, your credit card or other payment information (“Your Payment Information”), e-mail address and a password. This information will be maintained and used in accordance with our Privacy Policy . If you provide an email account or payment information that is inactive, non-existent, untrue, inaccurate, or not current, or CP has reasonable grounds to suspect that such information is or becomes untrue, inaccurate, or not current, CP has the right to deny you access to CP’s Service, or suspend or terminate your Account and refuse any and all current or future use of the CP Service (or any portion thereof). You are responsible for maintaining the confidentiality of your password and other information you use to login to your Account, and you are fully responsible for all activities that occur under your Account. You agree to immediately notify CP of any unauthorized use of your Account or any other breach of security.

4. YOUR USE OF CP’S SERVICE.

When you use CP’s Service, you represent and agree to the following:

a. You are at least thirteen (13) years old;

b. You have the authority and capacity to enter into and be bound by this Agreement;

c. Prior to using CP’s Service for any transaction to verify account information or generate a check for payment, you will obtain all necessary authorization from your customer and/or the owner of the subject account to utilize the relevant financial institution information, account numbers and routing numbers, and/or to generate a check for the payment amount entered into CP’s Service;

d. You agree to keep current your payment information for subscription billing or otherwise timely pay the fee due for your subscription to CP’s Service;

e. You will not use CP’s Service to communicate expressions of slander, libel, hatred, bigotry, racism, obscenity, pornography, vulgarity, or other objectionable speech, and you agree that CP has the right—but not the obligation—to filter, take down or remove anything you submit to CP’s Service (such as reviews or inquiries) which contains materials that CP, in its sole discretion, determines to be expressions of slander, libel, hatred, bigotry, racism, obscenity, pornography, vulgarity, or other objectionable speech;

f. You will use CP’s Service with only an honest and good faith intent;

g. You will not upload or use CP’s Service to share viruses, spyware, or any other computer code, files or programs designed to interrupt, destroy, affect, hinder or limit the functionality of CP’s Service, any other operations of CP, or the resources of other users of CP’s Service; h. You will not use CP’s Service in a way that violates any state, federal, or international laws or regulations, including but not limited to Electronic Funds Transfer Act, Regulation E, and any laws and regulations relating to unauthorized disclosures of third-party financial account information;

i. You agree to comply with all applicable rules at the time You make an entry of Your customer’s payment information, with respect to NACHA’s most recent Guidelines, and that each entry shall in no way breach any applicable provision of the Operating Rules of NACHA;

j. You will not communicate with CP employees or customer service agents in a manner which is abusive, obscene, untrue, or misleading;

k. You will not interfere with, disrupt or circumvent any security feature of CP’s Service or any feature that restricts or implements limitations on the use of or access to CP’s Service;

l. You will not attempt to get password, account information or other private or personal information from another user or from CP;

m. You will not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code or object code for any underlying software or other intellectual property used in CP’s Service, or to obtain any information from CP’s Service using any method not expressly permitted by CP; and

n. You will not upload content that you do not have rights to copy or publish or that infringe the copyrights, trademarks or other intellectual property rights of CP or any third party.

5. TERMINATION.

This Agreement, and any amendments that may be made to it from time to time, will remain in effect until you cancel your subscription to CP’s Service, with the exception of sections 7-11, which shall survive the termination of this Agreement. You may terminate this Agreement and your Account by contacting CP at least seven (7) days prior to the end of your subscription month, in which case Your Account will remain active until and be terminated at the end of your subscription month. If you terminate less than seven (7) days prior to the end of your subscription month, Your Account will be billed for the next subscription month and then remain active until and be terminated at the end of your next subscription month. You will not receive a refund for any time remaining in your subscription term, regardless of how much time is left on your term or when your subscription renewed.

You agree that CP may, without prior notice, immediately terminate, cancel, or suspend your Account for cause. Cause for such termination, cancelation, or suspension shall include, but not be limited to, (i) breach or violations of this Agreement or other incorporated agreements, (ii) non-payment of your subscription fee, (iii) requests by law enforcement or other government agencies, (iv) discontinuance or material modification to CP’s Service (or any part thereof), (v) unexpected technical or security issues or problems, and/or (vi) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, cancelations, and suspensions for cause shall be made in CP’s sole discretion and that CP shall not be liable to you or any third party for any termination of your account or access to CP’s Service.

6. MODIFICATIONS TO SERVICE.

CP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, CP’s Service (or any part thereof) with or without notice. CP makes no representations with respect to the availability of CP’s Service at any particular time. You agree that CP shall not be liable to you or to any third party for any modification, suspension, unavailability, or discontinuance of CP’s Service (or any part thereof).

7. INDEMNITY.

You agree to indemnify and hold CP and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from all costs, liabilities, and damages CP incurs, including without limitation its reasonable attorneys’ fees, with respect to all claims, demands, proceedings, and actions of any kind whatsoever, made or brought by any third party due to or arising out of your use or misuse of CP’s Service, your connection to CP’s Service, your violation of any term of this Agreement, or your violation of any rights of another.

8. DISCLAIMER OF WARRANTIES.

CP’S SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. CP HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; AVAILABILITY OF CP’S SERVICE; LACK OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION THROUGH CP’S SERVICE—INCLUDING BUT NOT LIMITED TO ANY INFORMATION THAT IS SUBMITTED BY ANY CUSTOMER OF YOURS AND ANY TYPOGRAPHICAL ERRORS BY CP OR ANY OTHER USER; AND ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE IN CONNECTION WITH CP’S SERVICE, CONTENT AND MATERIALS ON THE APPLICATION AND/OR SITE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN CONNECTION WITH CP’S SERVICE, CONTENT, MATERIALS AND APPLICATIONS IS BORNE BY YOU. CP SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR OTHER MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL NSF FEES OR ANY OTHER ADMINISTRATIVE OR PUNITIVE FEES THAT YOU INCUR WHEN A CHECK YOU HAVE OBTAINED THROUGH CP’S SERVICE IS RETURNED DUE TO INSUFFICIENT FUNDS, REGARDLESS OF ANY INFORMATION CP PROVIDED TO YOU IN RESPONSE TO YOUR REQUEST FOR VERIFICATION OF THE CHECKWRITER’S ACCOUNT.

9. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), THAT ARISE OUT OF OR ARE RELATED TO CP’S SERVICE OR ITS CONTENTS, OR TO ANY BREACH OF THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT CP IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CP LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING YOUR CUSTOMERS, OTHER USERS OF CP’S SERVICE, AND OPERATORS OF EXTERNAL SITES/APPLICATIONS AND SERVICES—INCLUDING BUT NOT LIMITED TO THIRD-PARTY PAYMENT PROCESSORS OF YOUR BILLING PAYMENTS TO CP.  TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CP IS TO STOP USING CP’S SERVICE, AND TO CANCEL YOUR ACCOUNT. YOU HEREBY RELEASE CP AND CP’S AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

10. INTELLECTUAL PROPERTY.

You agree that all of CP’s patents, copyrights, trademarks, trade names, service marks and other CP logos and brand features, and product and service names are intellectual property that is and shall remain solely owned by CP (the “CP IP”). You agree not to display or use in any manner the CP IP, without CP’s prior permission.

11. MISCELLANEOUS.

A. Modifications. CP reserves the right, at any time, to change the terms and conditions of this Agreement, without advanced notice to you. If any such change is unacceptable to you, your sole remedy is to terminate Your Account. Your continued use of CP’s Service following the effective date of a change to the terms and conditions of this Agreement shall constitute your acceptance of such change.

B. Relationship of the Parties. CP’s relationship with You is that of a service provider, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship by or between the parties.

C. Ownership of your comments or suggestions to CP. If you provide any suggestions, input or other feedback relating to CP’s Service, CP shall have the right to freely and fully exercise and exploit any such suggestions, input or other feedback in connection with its business, without notice to, approval by, attribution to or compensation to you.

D. Entire Agreement. This Agreement constitutes the entire agreement between you and CP and governs your use of CP’s Service. This Agreement supersedes and replaces any prior version of this Agreement between you and CP with respect to CP’s Service. You also may be subject to additional terms and conditions that may apply when you use CP’s Service, affiliate services, third-party content or third-party software.

E. Choice of Law and Forum. You and CP each agree that this Agreement and the relationship between the parties shall be governed by the laws of the State of Illinois without regard to conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to this Agreement, or the relationship between you and CP, shall be brought exclusively in the courts of the State of Illinois located in Chicago, Illinois. You and CP agree to submit to the personal jurisdiction of the courts located within Chicago, Illinois, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

F. Remedies and Attorney’s Fees. CP reserves the right to seek all remedies available at law and in equity for violations of the Agreement. You agree that if CP, in its sole discretion, determines you have violated any term or condition of this Agreement and CP, in its sole discretion, determines that the violation is severe enough, CP—without advance notice to you—can block access to CP’s Service from your account and any device and IP address from which you have accessed or attempted to access CP’s Service. You agree that the consequences of commercial use or re-publication of content or materials from CP’s Service or other violations of the terms of this Agreement may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy and that CP will be entitled to temporary and permanent injunctive relief to prohibit such use or activity, without the need to prove damages or post bond. You also agree that if CP has to bring any proceeding or cause of action (whether as a claim, a counterclaim, or otherwise) relating to your violation of the terms of this Agreement, or if CP successfully defends a proceeding or cause of action brought by you based in whole or in part on your violation of the terms of this Agreement, then you will be responsible for paying the reasonable attorney’s fees and other expenses incurred by CP in instituting and prosecuting, or defending, such proceeding or cause of action.

G. Waiver and Severability. The failure of CP to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

H. Section Titles. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

Required Documents in order to apply for Agent with Cardless Paytech LLC:

• Agent Application sign up through www.cardlesspaytech.com
• W9 form - https://www.irs.gov/pub/irs-pdf/fw9.pdf - Must send in order to receive Commissions.
• Valid US Identification copy and Voided Check Copy for the Direct Deposit for your agent commission - Email at Agent Support or upload documents in your agent dashboard.

This Agreement states the following:

Cardless Paytech LLC, A Illinois Limited Liability Company with offices at 113 Fairfield way Suite 204 Bloomingdale IL 60108 (herein “CP”), Provides online check processing software to subscribers for their online or retail Businesses.

In consideration of all the terms and conditions set forth hereunder, the parties agree as follows:

ARTICLE 1
Offer

1. Cardless Paytech LLC hereby offers to pay the agent a commission for the business passed on by the Agent to Cardless Paytech LLC, as subject to this Agreement.

ARTICLE 2
Obligations of the Agent

1. The Agent shall transmit the business as mentioned before to CP.

2. The Agent shall provide all information necessary for the purpose of the business.

3. Each party shall keep business secrets, including but not limited to customer, supplier, logistical, financial, research and development information, confidential and shall not disclose them to any third party during and after termination of the selling rights unless the other party has consented in writing.

4. The Agent is an Independent Contractor and is not authorized to enter into binding contracts on behalf of CP.

5. The agent acknowledges the importance of upholding the reputation of Cardless Paytech LLC and representing the services and support to potential Agent clients in a consistent high-quality manner. Accordingly, the Agent agrees that it will maintain at all times during the term of this Agreement, the highest business practices and ethics while marketing or representing CP and comply with all applicable laws andregulations.

ARTICLE 3
Commission

1. CP shall pay the Agent a commission based on the conditions set forth in Commission Structure. For the case of the introduction of different fees to be introduced or new cost factors appear by a change in clearing model, both parties have to agree to include them into this Agreement. This does not apply for costs that can be covered by the revenue sharing model.

2. Commission payments will begin once the Agent has converted 1sale and the merchant has been processing for 30 days.

3. CP will furnish to the Agent a statement of commission due for all business transmitted by the agent and commission, to which the Agent shall be entitled in accordance therewith, shall be settled to the Agent according to Commission Structure.

4. The Agent’s right to claim commission shall not be honored with respect to such business which the customer has not affected any payments; commission fees already received by the agent in these instances will be taken into account upon issuing the next commission statement.

5. In the event that the merchant’s account is terminated, or merchant fails to remit payment to CP, commission payouts to the Agent will discontinue. It applies to any charged back we receive from Merchant, CP will delay or not make any payment to Referring agent since CP did not fully received the merchant’s payment.

ARTICLE 4
No Authority of the Agent to Collect Merchant Fees

1. The agent shall not be entitled to collect subscriber fees from CP’s customers/Subscribers. CP does not grant such authority to the agent.

ARTICLE 5
Duration

1. The Agreement shall come into force at the date of CP approval (countersignature).

2. The Agreement shall have a lifetime & survivability residual to your family

3. The Agreement may be terminated at will by either party by giving 30 days written notice.

4. Upon termination for any reason, Cardless Paytech will pay all commissions for active merchants as long as merchants are processing with Cardless Paytech.

ARTICLE 6
Miscellaneous

1. The agreement is governed by the substantive and procedural laws of Illinois and you and CP agree to submit to the exclusive jurisdiction of, and venue in, the courts in State of Illinois for any dispute arising out of or relating to the agreement.

2. The offers of the agent shall be based on the price suggestions of CP.

3. Any notices under this Agreement will be sent by certified or registered mail, return receipt requested, or by facsimile to the address or facsimile number to be specified by either party or such other address or facsimile number as the party specifies in writing. Such notice will be effective upon receipt.

4. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party. Any such attempted assignment or transfer shall be void and without effect.

5. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous Agreements, representations, and understandings of the parties, written or oral. All modifications, alterations or amendments to this Agreement shall be binding upon the parties hereto provided that they have been signed by the parties hereto.

6. If any term or condition of this Agreement is null and void or will become null and void, then all other terms and conditions shall remain in full force and effect.

7. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party.

COMMISSION STRUCTURE

Revenue Share Program:

Commissions to Agent are solely based upon the referred Subscriber’s CP Monthly or Percentage plans selection. The commission calculation is calculated and agreed upon between Agent and CP as below:

Commission payouts are initiated on MONTHLY BASIS from the merchant begins processing.

For example, if merchant signup on May 28TH then you will receive commission’s on June 29th for that merchant. Net 30 days payment Terms for Enterprise plus plan, Business, Business Premium and Enterprise Plan will apply for commission payout to Agent.

Revenue Share Guidelines:

• Fifty percent (50%) share on referrals which result into business to Cardless Paytech LLC by Agent for Enterprise plus Plan. CP also includes revenue share for setup, Application and Integration fee CP charges to subscribers.
• Forty percent (40%) share on referrals which result into business to Cardless Paytech LLC by Agent for Business, Business Premium, and Enterprise Subscription Plans.
• CP will also make sure Agents gets revenue sharing on Setup cost for each subscriber for enterprise plus plan.

Required Documents to upload in agent dashboard with Cardless Paytech LLC:

• W9 form
• Valid US Identification copy
• Voided Check Copy and/or along with Direct Deposit Information

New 2020 Partner Program (Active and New Brokers)

Note: For current broker bringing new merchant from 2020 will get a higher commission (This is only for new merchants that you bring moving forward) for active merchant you will still receive the old commission structure payouts.

Commission:
MONTHLY PRICING

- For Any Monthly Subscription (Business, Business Premium and Enterprise) - Agent will get 60% commission

Commission:
PERCENTAGE PRICING

- For Enterprise Plus (Percentage Plan) – Agent will get 50% of the setup fee plus 50% Commission but make 75% commission when you price your Merchant over 4% fees.

By signing below, each party acknowledges that it has carefully read and fully understood this agreement, and each agrees to be bound by the terms of this agreement.

Cardless Paytech LLC