This Agreement constitutes the entire agreement between the parties and supersedes all express or implied, prior or concurrent, written or oral agreements or understandings with respect to the subject matter hereof. Each party acknowledges and agrees that the other party has not made any representations, warranties, or agreements of any kind, except as expressly set forth herein.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Circumvention. During the length of this agreement, the Marketing Representative agrees to not circumvent, enter into any agreements, or establish relationships with any of PBXLLC’s vendors including, but not limited to, processing banks, service providers, lead companies, or other Marketing Representatives that PBXLLC has working, active, and valid relationships with. If Marketing Representative has a relationship with one of the aforementioned entities, a written request and proof of the relationship existing prior to the date of this agreement must be provided.

Notice of Repayment of Outstanding Balances. PBXLLC may at any time apply any residuals, commissions, or other credit balance owed to PBXLLC by the Marketing Representative to reduce any past due amounts for purchases, un-recouped Advantage Plan equipment, delinquent balances, monthly/onetime charges placed below cost, and any or all expenses incurred as a result of Marketing Representative.

Attorneys’ Fees. In the event any party undertakes legal action to enforce this Agreement, the party prevailing in such procedure shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing party its reasonable attorneys’ fees and costs, including those associated with establishing such entitlement and the amount thereof.

Governing Law. The internal laws (and not the conflicts of law provisions) of the State of California shall govern the validity, construction, and performance of this Agreement.

Waiver of Jury Trial; Exclusive Jurisdiction. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AN ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. ANY DISPUTE BASED ON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT. ANY DISPUTE BASED ON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LITIGATED ONLY IN THE FEDERAL OR STATE COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA (AND IN THE CASE OF APPEALS IN THE COURTS IN WHICH APPEALS FROM SUCH COURTS ARE TO BE HEARD) AND EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES ANY OBJECTION THEY MAY HAVE CONCERNING THE VENUE OR CONVENIENCE OF SUCH FORUM; PROVIDED THAT ANY PARTY MAY COMMENCE A PROCEEDING TO ENFORCE ANY JUDGMENT OBTAINED AGAINST ANOTHER PARTY IN COMPLIANCE WITH THE FOREGOING PROVISIONS IN ANY APPROPRIATE JURISDICTION.

Fee(s): As compensation for the Services, the PBXLLC shall pay Marketing Representative for referring merchant processing leads to the PBXLLC. As stated in the Agreement, the PBXLLC shall have the right to accept or reject any lead for any reason and Commissions will be paid based on payments received.

A commission fee shall be paid to Referral Agent at a base rate of Sixty-Five Percent (65%) of the Gross revenue and/or additional referral service, hardware, or incentive services fees as remitted to or earned by the PAYBOTX LLC by or through Providers for Services. A 10% increase shall be granted upon approval and processing of the 5th account for the 5th account through the 14th account for a total of a 75% commission fee. A 20% increase shall be granted upon approval and processing of the 15th account for a total of a 85% commission fee. The agent must keep a minimum of 5 accounts for the 10% increase on the 5th-14th account and 15 or more accounts for the 20% increase on the 15th and future accounts.

Schedule A will consist of known cost factors and is
subject to change at any time based on new cost elements or adjustments. Non-listed or special cost factors will be discussed and understood between the parties to this agreement prior to the acceptance of referred leads.

 

Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.