Midwest Merchant Services

CONTRACT FOR CREDIT CARD PROCESSING SERVICES

This agreement is entered into by and between Midwest Merchant Solutions, LLC of 7031 Orchard Lake Rd, Suite 202, West Bloomfield MI 48322
(hereinafter “Midwest Merchant Solutions”) and: “Customer.”

1. CREDIT CARD PROCESSING Services

Midwest Merchant Services shall provide to Customer monthly CREDIT CARD PROCESSING services for the Customer’s CREDIT CARD PROCESSING machine which is located at the Customer’s business premises. The CREDIT CARD PROCESSING services include, but are not limited to: using the equipment provided by Midwest Merchant Services to process any Visa, MasterCard, American Express, Discover transactions at the business establishment for the purposes of accepting forms of payment from business owners consumers.

2. Exclusivity

Midwest Merchant Services has the exclusive right to provide the CREDIT CARD PROCESSING services to Customer for the term of this Agreement. Customer hereby agrees that Midwest Merchant Services shall be entitled to any and all other fees generated by the CREDIT CARD PROCESSING used by the Customer’s clientele and customers. Customer shall not contract with any other party during the term of this Agreement for CREDIT CARD PROCESSING services. If Customer retains a third party to provide its CREDIT CARD PROCESSING services, then Customer shall be in default of this Agreement. This Agreement covers any and all CREDIT CARD PROCESSING machines that the Customer may install at the business premises. In the event that the Customer adds additional CREDIT CARD PROCESSING machines, then Midwest Merchant Services has the exclusive right to provide CREDIT CARD PROCESSING services to Customers for the additional machine(s) under the same terms as set forth in this Agreement. Customer warrants and certifies to Midwest Merchant Solutions that the Customer is in no way infringing upon any existing contract between Customer and any other CREDIT CARD PROCESSING service provider by entering into this Agreement.

3. Access

Customer shall grant Midwest Merchant Services Reasonable access to its business premises to access the CREDIT CARD PROCESSING machine so that Midwest Merchant Services may perform its contractual obligations and provide the CREDIT CARD PROCESSING services to the Customer.

4. Term

The term of this contract shall commence on the signing date and submission of the “Jotform” and end 36 months after the signing date of the “JotForm.” All contract terms are Thirty-Six (36) months unless otherwise noted. The contract renews automatically for successive and infinite Thirty-Six (36) month periods unless terminated. Customer must notify Midwest Merchant Solutions in writing Thirty (30) days prior to renewal date if they do not wish to renew the contract for another thirty-six (36) month term.

5. Expenses

Customer shall pay any and all expenses relating to the operation of the CREDIT CARD PROCESSING machine including software and any other related expenses related to the operation of the CREDIT CARD PROCESSING. The Customer is responsible for insurance on its CREDIT CARD PROCESSING machine and Midwest Merchant Services is not obligated to insure the same. The Customer is responsible to maintain the CREDIT CARD PROCESSING machine and to ensure it is functional. If the Customer allows the CREDIT CARD PROCESSING machine to remain out of order for a period of thirty (30) days or more, then the Customer shall be in default of this Agreement.

6. Disclaimer of Warranties

Midwest Merchant Services disclaims any and all warranties if the CREDIT CARD PROCESSING machine is the property of the Customer. Midwest Merchant Services will not be deemed to be in default of its contractual obligations or otherwise responsible for delays or failures in performance resulting from acts of God, acts of war or civil disturbance, epidemics, governmental action or inaction, fires, unavailability of labor, materials, power or communication, or other causes beyond Midwest Merchant Services reasonable control. Midwest Merchant Services disclaims any and all liability and assumes no liability for the accuracy of processed data, except that Midwest Merchant Solutions agrees to correct any of its errors. Midwest Merchant Services will not be liable to Customer for any incidental, consequential or special damages, including without limitation, lost revenues and profits.

7. Choice of Law

This Agreement shall be governed and controlled in all respects by the laws of the State of Michigan, including interpretations, enforceability, validity and construction.

8. Liquidated Damages:

In the event of a default by Customer, or in the event of an early cancellation of this Agreement, the parties agree that the damages to be sustained by Midwest Merchant Services will be substantial and difficult to ascertain as Midwest Merchant Services will lose its rights to exclusivity at Customer’s location. Therefore, if this Agreement is terminated by Customer prior to the termination date for any reason other than for failure of Midwest Merchant Services to perform under this Agreement, or terminated by Midwest Merchant Services for causes due to Customers default at any time the Customer agrees to pay and shall pay to Midwest Merchant Services, as a liquidated damage and not as a penalty, $1,500 in the event of an early cancellation. The parties agree that this sum represents a reasonable estimate of forecast of what the damages will be in the event of a breach by Customer and is not intended as a penalty.

9. Forum

The parties submit to the jurisdiction of the State of Michigan with respect to any action arising, directly or indirectly, out of this Agreement of the performance or breach of this Agreement.

10. Waiver:

Midwest Merchant Services failure to exercise the right of remedy or Midwest Merchant Services acceptance of a partial performance by Customer will not operate as a waiver of any of Midwest Merchant Services rights or Customer’s obligation under this Agreement and will not constitute a waiver of Midwest Merchant Services right to declare an immediate or subsequent default.

11. Severability

Each provision of this Agreement will be interpreted in such a way as to be effective and valid under applicable law. If a provision is prohibited by or invalid under applicable law, it will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

12. Amendments

This Agreement may not be varied or modified in any manner, except in a subsequent writing executed by an authorized representative of both parties.

13. Assignments

No assignment of this Agreement or of any right or obligation under this Agreement will be made by either party without the prior consent of the non-assigning party. Notwithstanding the foregoing, either party may assign this Agreement as part of a merger, acquisition or other reorganization. In the event of a proper assignment, this Agreement will be binding upon and insure to the benefit of the parties successors and assigns.

14. Notices

All notices and other communications required or permitted under this Agreement shall be in writing and will be deemed given when delivered personally or by certified mail addressed as follows: Midwest Merchant Services, Attention Jianni Jeberaeel, 7031 Orchard Lake Rd Suite 202, West Bloomfield, MI 48322 and Customer (information stored and contained in the “Jotform.”

15. Remedies

The Purchase amount is due and payable within ten (10) days of the written demand to Merchant. In the event that payment on any of the identified repurchases is not made within a thirty (30) day period from notification, Merchant authorizes to debit the checking account(s) of the merchant for the full amount outstanding. Should the merchant fail to remit said funds or should the debit be returned unpaid, Midwest Merchant Services shall have the right to commence an action against the Merchant for the payment of the full amount and all other amounts due under this agreement and to exercise all of its rights under the Processing Agreement, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently.

16. Remedies Cumulative

The remedies provided in this Agreement will be cumulative, and the assertion by a party of any right or remedy will not prelude the assertion by such party of any other rights or the seeking of any other remedies.

17. Counterparts

This Agreement may be executed in one or more counterparts, each of which will be deemed as original Agreement, but all or which will be considered on instrument and will become a binding Agreement, but all which will be considered one instrument and will become a binding Agreement when one or more counterparts have been signed by each of the parties and delivered to the other.

18. Titles and Headings

Titles and headings to the articles, sections or paragraphs in this Agreement are inserted for convenience or reference only and are not intended to affect the interpretation of construction of the Agreement.

19. Attorney Fees

In the event of a dispute arising out of the Agreement, the prevailing party will be entitled to actual attorney fees and costs.

20. Integration

This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior discussions, negotiations, Agreements and understanding.

21. Default

If the customer is in default (no transactions for thirty days or more), then the customer shall pay Midwest Merchant Services an early termination fee of fifteen-hundred dollars ($1500). Customer agrees and accepts that Midwest Merchant Services has the full right to ACH customers bank account for the payment of fifteen-hundred ($1500) dollars if the client is in default of this agreement. Default of this agreement shall be deemed by not using Midwest Merchant Services to process transactions for (30 days) and is inactive with the merchant account provided by Midwest Merchant Services before the term of expiration of this agreement. Client further accepts that Midwest Merchant Services bank account information provided in the “Jotform” and by signing, checking the boxes “I Agree” is the acceptance of this agreement and further warranties that early termination will cause customer to be responsible for prompt payment of the fifteen-hundred ($1500) early termination fee.

22. Acknowledgement

The customers acknowledgement to this agreement relates to the signing of the “Jotform” and checking the “I agree” to boxes listed in the “Jotform” section on the pre-application. By the client checking the boxes on the “Jotform” the customer is stating that they agree to the terms and services of this agreement. The undersigned unconditionally and irrevocably guaranties to Company the prompt performance of the terms and conditions outlined in this Agreement.