Business Gateway Application

BUSINESS GATEWAY APPLICATION

WHEREAS

WHEREAS, Applicant: (the "Applicant") operates a business seeking electronic access to the Gateway services described in this Application;

WHEREAS, Provider: (the "Provider") administers the Business Gateway and provides access, interfaces, and related support subject to the terms set forth herein;

WHEREAS, the parties desire to set forth the Applicant's requested scope of access, payment obligations, confidentiality protections, and other material terms governing use of the Business Gateway.

Applicant Information

Corporation    LLC    Partnership    Sole Proprietor    Other:

Requested Services and Scope of Access

The Applicant requests the following Gateway access and services. Provider will enable access only to those services expressly granted in writing and reserves the right to suspend or limit access for noncompliance with the terms herein.

Payments/Transaction Processing    Reporting & Analytics    API Access    User Management & Roles    Other:

Payment Terms

The Applicant shall pay fees to the Provider for access to the Business Gateway as set forth below. All fees are non-refundable except as expressly stated in a written amendment signed by both parties. Payments not received when due shall accrue late fees as described below and interest where permitted by law.

Term and Termination

This Agreement commences on the Effective Date below and, unless earlier terminated in accordance with this section, continues through the Term specified. Either party may terminate for cause where the other party materially breaches a provision and fails to cure within the notice period set forth below.

Confidentiality

Each party acknowledges that, in connection with the performance of this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information designated as confidential or that reasonably should be understood to be confidential. Each recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or agents with a need to know; and (c) protect the information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Applicant acknowledges and agrees to the confidentiality obligations above.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement, except where mandatory forum selection is precluded by applicable law.

Entire Agreement; Amendments

This Application, together with any attached schedules or executed addenda, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Certifications and Representations

The Applicant certifies that all information provided in this Application is true, accurate and complete as of the date signed below. The Applicant represents that the person signing below is duly authorized to bind the Applicant to the terms and conditions of this Application and any resulting access agreement.

Applicant certifies the truthfulness and accuracy of the statements made in this Application.

Supporting Documents (checklist)

Business license    Articles of incorporation / organization    Tax ID verification    Proof of business address    Other supporting documents:

Miscellaneous Provisions

If any provision of this Application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Application without the prior written consent of the other party, except that Provider may assign to an affiliate or successor entity in connection with a merger, acquisition or sale of substantially all of its assets.

Sign Now