- Payclass Inc., with an address of 25 FIRST Ave, SW, Suite A, Watertown, SD 57201, United States of America, and
- Entity signing at the end of this Agreement,
Mutually consent to these Terms and Conditions.
Each party of this Consent is individually referred interchangeably to as “Originating Party” and/or “Funding / Fulfillment Party”, and collectively “the Parties.” Parties will interact in accordance with the Non-Disclosure and Non-Circumvention Policy.
1. Purpose. Parties are in the business of facilitating funding and capital for Sell-side Issuers, Borrowers, Equity Sellers and Buyer-side entities and needs. To accomplish this stated purpose the Parties wish to refer potential sell-side and / or buy-side transactions to each other.
2. Origination / Funding Arrangement. Upon the Signed Date of this Consent, the Originating / Funding Party may, from time to time, refer potential Sellers and / or Buyers customers to the Fulfillment Party. Payclass will pay the Originating / Funding Party a fee for these referrals upon completed transactions that Payclass receives payment for. A completed transaction is defined as a referral that becomes a customer for a finalized / closed, asset, or commodity buy / sell and/or funding / financing transaction in which Payclass earns an income and receives payment for.
3. Upon receiving payment, the Payclass shall pay the Origination / Funding Party its fee / share within seven (7) days of receiving payment.
4. Payclass will pay the Origination / Funding Party an amount of 15 % (fifteen percent) of any and all amounts it receives as success fees from transactions that Originating / Funding Party referred to Payclass. Payclass will keep 85% of the fee for sourcing the other side of the transaction, and execution of the tranaction.
In case the Originating / Funding Party refers a sell-side Transaction plus a Buy-Side source for same transaction, Payclass will pay the Originating and Funding Party 15% plus 15%, for each side (Sell or Buy) referral, for a total of 30% of success fees. Payclass will keep 70% of the fee for executing the transaction.
6. Each party will pay the other Party an amount of 3 % (three percent) of any and all amounts it receives for services such as, but not limited to, consulting services, expediting services, documentation, clerical, and other tasks, that result in service-revenue regardless of transaction success, for transactions that the other Party refered business to the service-providing party.
No Party shall have any claim to revenue from transactions that the other Party had no involvement in, nor it made any referrals to.
7. The Origination / Funding partner is free to make its own and other fee arrangements with the borrowers / Sellers, and / or Lenders / Buyers. However each Party must disclose to the other its fee agreements in transactions each party participates in.
8. Confidentiality and Non-Circumvention. During the course of this Agreement, it may be necessary for the Parties to share proprietary information, including trade secrets, industry knowledge, and other confidential information with their opposite staff and partners. The Parties (and its staff and partners) will not share any of this proprietary information at any time. The Parties (and their staff and partners) also will not use any of this proprietary information to circumvent the other party at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.
Non-Solicitation. During the term of this Agreement and for a one (1) year term thereafter, no Party shall not solicit or encourage any employee, vendor, partner, or client to leave or terminate their relationship with other Party for any reason.
9. Termination. This Agreement may be terminated at any time by either Party upon thirty (30) days written notice to the other Party. Upon termination, the paying Party shall pay the other Party all compensation due and owing for referrals made prior to the date of termination, but not yet paid.
10. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Consent. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
11. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.
12. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
13. Disclaimer of Warranties. The Referring Partner shall refer potential sellers and / or buyers as requested by the Funding Party. THE REFERRING PARTY DOES NOT REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE REFERRING PARTY HAS NO RESPONSIBILITY TO THE FUNDING PARTNER OTHER IF THE REFERRALS DO NOT LEAD TO THE FUNDING PARTNER’S DESIRED RESULT(S).
14. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
15. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
16. Legal Fees. In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
17. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and worldwide. The Parties each represent that they have the authority to enter into this Agreement.
18. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by South Dakota law.
19. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.
Signatory herein agrees and understands that by signing this document, all electronic signatures are the legal equivalent of their manual/handwritten signature and Signatory consent to be legally bound to this agreement. Signatory further agree their signature on this document is as valid as if it signed the document in writing. This is to be used in conjunction with the use of electronic signatures on all forms regarding any and all future documentation with a signature requirement, should any Signatory elect to have signed electronically. Under penalty of perjury, Signatory herewith affirms that its electronic signature, and all future electronic signatures, were signed by the Signatory itself with full knowledge and consent and is legally bound to these terms and conditions.