Legal TFC Document

LEGAL TFC DOCUMENT

This Legal TFC Document (the "Agreement") is made and entered into as of the day of , by and between Provider Name: , a Entity Type: Individual Corporation LLC Partnership, with principal address (hereinafter "Provider"), and Recipient Name: , a Entity Type: Individual Corporation LLC Partnership, with principal address (hereinafter "Recipient").

RECITALS

WHEREAS, Provider operates and controls certain transactional facilitation services and related procedures designed to collect, allocate, and remit transaction fees and consideration (the "TFC Services");

WHEREAS, Recipient seeks to engage Provider to perform the TFC Services described herein in connection with Recipient's business activities and to compensate Provider in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, acceptance, and payment of TFC Services.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Transaction Fees" means all fees, commissions, surcharges, and similar consideration collected by Provider on behalf of Recipient in connection with transactions processed under this Agreement.

1.2 "Confidential Information" has the meaning set forth in Section 7 and includes non-public commercial, financial, technical, and customer data disclosed in connection with the TFC Services.

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Recipient hereby appoints Provider, and Provider accepts such appointment, to perform the TFC Services described in this Agreement solely for the benefit of Recipient. Provider shall perform such services with commercially reasonable care and in accordance with industry standards.

3. FEES; PAYMENT; RECONCILIATION

3.1 Fees. Recipient shall pay Provider the Transaction Fees as specified in the Fee Schedule attached hereto and incorporated herein by reference. Provider's entitlement to Transaction Fees arises upon collection of the applicable consideration.

3.2 Payment Terms. Provider shall remit net amounts due to Recipient on a monthly basis, accompanied by a reconciliation report detailing amounts collected, retained, refunded, or disputed. Payment shall be made within days following the end of each calendar month, subject to adjustments for refunds, chargebacks, and taxes.

3.3 Disputes and Adjustments. Each party shall use commercially reasonable efforts to resolve any reconciliation dispute within days of notice. If unresolved, the dispute shall be subject to the dispute resolution provisions of this Agreement.

4. TAXES; WITHHOLDING

4.1 Taxes. Unless otherwise expressly provided, amounts payable under this Agreement are exclusive of taxes. Each party is responsible for its own taxes arising from the performance of this Agreement, except that Recipient shall be responsible for any taxes assessed on Transaction Fees received by Provider and remitted to Recipient.

4.2 Withholding. If any withholding or deduction is required by law with respect to payments hereunder, the paying party shall withhold the required amounts and provide documentation evidencing such withholding to the other party.

5. RECORDS; AUDIT

5.1 Records. Provider shall maintain complete and accurate records of all transactions, collections, disbursements, refunds, and reconciliations relating to the TFC Services for a period of at least years.

5.2 Audit Rights. Recipient shall have the right, at its own expense and upon reasonable prior notice, to audit Provider's records relating to Recipient's transactions no more than once per twelve-month period, provided that any such audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Provider's operations.

6. CONFIDENTIALITY

6.1 Confidentiality Obligation. Each party agrees to hold Confidential Information of the other party in strict confidence and not to disclose such information to any third party except as expressly permitted by this Agreement or required by law. Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed without reference to the disclosing party's Confidential Information.

6.2 Remedies. The parties acknowledge that any breach of this Section 6 may cause irreparable harm for which monetary damages would be inadequate and that injunctive relief may be sought in addition to any other remedies available at law or equity.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement, and that the execution and performance of this Agreement will not violate any applicable law, contract, or legal obligation to which it is subject.

7.2 Provider Warranty. Provider warrants that it will provide the TFC Services in a manner consistent with generally accepted industry practices and comply with applicable data protection and payment industry standards.

8. INDEMNIFICATION

8.1 Indemnification by Recipient. Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Agreement, negligence, willful misconduct, or claims arising from the underlying transactions for which the TFC Services are provided.

8.2 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Recipient from and against claims arising from Provider's negligent or willful breach of this Agreement or Provider's failure to perform the TFC Services in accordance with this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS TO INDEMNIFY UNDER SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) TWO THOUSAND DOLLARS ($2,000).

10. TERM; TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months, unless earlier terminated as provided herein. Thereafter it shall automatically renew for successive terms of the same length unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

10.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Provider shall cease performing TFC Services, and the parties shall promptly reconcile all outstanding amounts. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations and indemnity obligations.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

12.1 Amendment. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

12.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision, and a waiver must be in writing to be effective.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State designated by the parties below without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in the designated state, unless the parties mutually agree in writing to submit the dispute to a court of competent jurisdiction.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that best effectuates the parties' original intent.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed binding.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of business segment, provided that the assignee assumes Provider's obligations herein.

15.2 Authority to Sign. Each signatory below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the party for which he or she signs.

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