I understand that there is no requirement beyond completing of this application and/or no purchase of sales or training materials are required to become an Independent Sales Agent (ISA, Independent Sales Agent ( IAS )) with Easy Access Capital LLC.
This Agreement made and entered into between I and Easy Access Capital LLC, whose corporate address, Royal Palm Beach, Florida 33411 (Hereinafter referred to as “Easy Access Capital LLC.”) and myself the Registering Agent/Broker (hereinafter referred to as Independent Consultant (IC), Independent Sales Organization (ISO), Independent Sales Agent ( ISA ).
WHEREAS, Easy Access Capital LLC offers funding programs and Services (“Programs”) to commercial businesses and Individuals, (hereinafter referred to as “Merchants”); and, WHEREAS, Easy Access Capital LLC. is also engaged in the business of providing payment services through a member bank to the business community, including but not limited to draft capture and transaction processing for cardholder credit card purchases utilizing VISA, MasterCard, American Express, Discover Card, Diners Club, Carte Blanche and other mutually agreed upon merchant credit/debit cards (hereinafter referred to as “Credit/Debit Processing Services”): and, WHEREAS, Easy Access Capital LLC. is in the business of offering merchants consultation and various other services through its alliances and affiliates.
WHEREAS, Easy Access Capital LLC / ISO wishes to market Easy Access Capital LLC products and programs to merchants subject to the terms and conditions outlined herein.
TERMS: In consideration of the premises and of the natural covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties here by agree as follows:
1. INDEPENDENT SALES ORGANIZATION STATUS. As agreed upon between Easy Access Capital LLC. and IC/ISO. IC/ISO shall remain in itself as an independent sales organization and or contractor. The IC/ISO will operate and be responsible for but not limited to; purchase and maintenance of employment and/or workers compensation insurance coverage related to its employees, including but not limited all taxes state, federal, franchise, social security.
2. OPERATION EXPENSES. IC/ISO shall be responsible for all expenses, without limitation, in conjunction with the operation of its office and its business including the computation and payment of all sales commissions earned by its sub-agents and sales representatives, if any, as a result of their sales. IC specifically acknowledges that Easy Access Capital LLC shall not be liable in any manner for any payments due from IC to any person for any reason. Further, IC shall be responsible for managing the activities of any such agents or sales representatives and for any action by any such agents or representatives taken in conjunction with the sales of Easy Access Capital LLC. programs.
3. ACCOUNTING. Easy Access Capital LLC shall be responsible for the accounting of all merchant contracts procured by the IC/ISO and related commission payments as well as IRS form 1099 in the name and tax number of the IC/ISO. The IC/ISO shall be responsible for the production of IRS form 1099 at year-end for all commissions paid directly by IC/ISO to its sales associates and IC/ISO if any throughout the year. All earnings paid directly by Easy Access Capital LLC. to IC/ISO shall be paid on a 1099 basis and Easy Access Capital LLC will issue IRS Form 1099 for these earnings. All compensation must be paid directly to IC as signed above and below. Easy Access Capital LLC will not pay IC through a third party.
4. MARKETING AREAS. All Easy Access Capital LLC marketing areas are non-exclusive and open. The IC/ISO commits to site survey each merchant when possible or when requested to do so by Easy Access Capital LLC.
5. PAYMENTS TO ISO. Easy Access Capital LLC shall pay IC/ISO Commissions and Residuals in accordance with terms agreed upon between Easy Access Capital LLC and IC/ISO (see Commissions Schedule Form A). If a merchant referred by the Agent defaults under the MCA – Business Cash Advance Program, under its Agreement with Easy Access Capital LLC. within thirty (30) days after funding, the Agent shall immediately return to Easy Access Capital LLC at Easy Access Capital LLC. discretion, via ACH, electronic check or wire transfer, the Compensation paid Agent under Easy Access Capital LLC agreement with the merchant. It is understood that only Easy Access Capital LLC. shall be authorized to accept, ratify or finalize a Merchant Cash Advance Contract / Agreement and enroll an IC/ISO referred merchant into the Program. Any agreement or arrangement initiated by IC/ISO including a Merchant Cash Advance Contract / Agreement, shall not be binding on Easy Access Capital LLC or its alliances until accepted and executed in writing by a duly authorized officer of Easy Access Capital LLC or its alliances. Easy Access Capital LLC shall pay all residual compensation due and owing to agent as agreed upon.
6. REVIEW AND ADJUSTMENT OF COMPENSATION PLAN. The Compensation Plan assigned to the IC/ISO is subject to review and adjustment based upon the published criteria in this Agreement (see Compensation Plan Requirements) ever y six (6) months on the anniversary date from the execution of this Agreement.
7. NO ADDITIONAL FEE. IC/ISO agrees that it and any sales representative under the influence or direction will not charge merchant it refers to Easy Access Capital LLC, any further fee of any kind for the procurement of Easy Access Capital LLC, under any terms as well as other services provided by Easy Access Capital LLC other than that prescribed and approved in writing by officers of Easy Access Capital LLC.
8. NEW PRODUCT MARKETING. The Company retains the right to market existing, add-on or any newly developed products to IC/ISO referred merchants with compensation as described under separate agreement(s).
9. APPROVAL AND OR TERMINATION OF MERCHANT. Easy Access Capital LLC and merchant bank shall have the absolute right to accept or decline any merchant presented for approval. In addition, Easy Access Capital LLC and merchant bank have the right to terminate any merchant if it breaches any provision of the Bankcard Agreement or the Easy Access Capital LLC Merchant Agreement or any existing contracts thereof.
10. MUTUAL NON-DISC LOSURE. IC/ISO has signed Easy Access Capital LLC Mutual Non-Disclosure (“NDA”), which is incorporated herein by reference and made a part hereto as Schedule B. IC/ISO will be responsible to each of its sales agents, contractors or employees to sign a similar agreement.
11. TERM AND TERMINATION. This Agreement will be effective as of the date and year stated below for an initial term of three (3) years commencing on the date signed below (the “Initial Term”), and will continue indefinitely thereafter unless terminated by either party upon ninety (90) days prior written notice. This Agreement may be terminated additionally and immediately by Easy Access Capital LLC. for cause. Terminations for cause reasons includes, but are not limited to, material breach by IC/ISO of terms of this Agreement, mis feasance, mal feasance, or the NDA (Schedule B).
Either party may terminate this Agreement without cause upon 90 days prior written notice to the other party at the address stated herein except for the cause, in which case termination shall be effective upon receipt of such notice. All merchants’ relationships shall remain with Easy Access Capital LLC. The terms of Easy Access Capital LLC merchant relationships are for various terms and at the end of such terms Easy Access Capital LLC may seek renewals of these agreements or seek alternative relationships to engage merchants in. If Easy Access Capital LLC terminates this agreement for cause (as defined above); IC/ISO shall forfeit all rights it has to receive all future residuals from merchant accounts. If Easy Access Capital LLC terminates this Agreement without cause, IC/ISO will receive all residuals as noted in Schedule A or any amendments thereto.
12. RIGHT OF FIRST REFUSAL. The ISO shall grant to Easy Access Capital LLC. the right of first refusal for all cash advance contracts and credit card processing residual streams obtained from Merchants. In addition, IC/ISO will not interfere, nor impede Easy Access Capital LLC and its alliances, in securing renewal contracts from any Merchant they have procured.
13. AMENDMENT NOTIFICATION. Easy Access Capital LLC reserves the right to make adjustments or changes to any published products, products offered, factor rate, and theoretical turns, with or without written notification to IC providing that no such changes shall be made unless they apply to all agents of Easy Access Capital LLC and are on account of actual and documented changes in costs to Easy Access Capital LLC. Unless specifically provided for herein, this Agreement may not be amended or modified in any respect except in writing and duly executed by both Parties.
14. ASSIGNABILITY. With the written permission of Easy Access Capital LLC., IC/ ISO may from time to time delegate duties under Agreement to subsidiaries, provided however, that IC/ISO shall remain liable to Easy Access Capital LLC for any such duties and obligations. In the event that the IC/ISO seeks to sell or transfer their business, Easy Access Capital LLC reserves the right to first right of refusal and/or the right to approve buyer, with assignment of the IC/ISO agreement not to be unreasonably held. Upon mutual agreement between Easy Access Capital LLC and agent, buy out of the residual rights of the agent to compensation hereunder, also agrees to give Easy Access Capital LLC first right of refusal, in consideration of a one- time lump sum payment that is a multiple of the average monthly compensation paid to the agent during the previous year where the agent and Easy Access Capital LLC having agreed in writing as to the multiple. Easy Access Capital LLC may sub contract, sublicense, assign, license, franchise or transfer to any third party an y right, duty or
obligation Easy Access Capital LLC has in connection with this Agreement without the consent or prior approval of the IC/ISO.
15. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, the invalidity of such covenants, agreements or provisions shall in no way affect the validity or effectiveness of the remainder of this Agreement, and this Agreement shall continue in force to the fullest extent permitted by law.
16. SURVIVAL. The obligations of all parties hereto incurred prior to the effective date of termination of this agreement, including in particular the NDA (non-disclosure agreement), shall survive termination of this Agreement.
17. NOTICES. Except as otherwise provided in this Agreement, written notices required under the terms of this Agreement shall be mailed by certified mail, return receipt requested, to the respective parties at the addresses mentioned herein. Notices shall be deemed to be given when, so mailed.
18. DISPUTE RESOLUTION – ARBITRATION / MEDIATION. In the event of a dispute between the IC/ISO which might include but not be limited to compensation issues, policy and procedure issues etc. which cannot be resolved through internal company protocol, both parties agree to submit to Arbitration in the State of Florida under an Arbitrator and guidelines established / sanctioned by the American Arbitration Association. Both parties agree to accept the ruling of the Arbitrator and the prevailing party shall be entitled to receive from the other party all costs and reasonable fees, including, but not limited to fees for arbitration / mediation or other legal proceedings.
19. LEGAL ACTION. The parties agree that an y breach by IC/ISO of the NDA, of this Agreement would subject Easy Access Capital LLC to irreparable harm for which money damages would not be a sufficient remedy. Accordingly, IC/ISO agrees that Easy Access Capital LLC shall be entitled to injunctive or other equitable relief in addition to any other remedies that may be available to it at law or under the terms of this Agreement. Should Easy Access Capital LLC or IC/ISO institute legal action, whether at law or in equity, arbitration or mediation, to enforce any provision here under, the prevailing part y shall be entitled to receive from the other party all costs and reasonable attorney’s fees, including but not limited to fees for trial and appeals or other legal proceedings. IC/ISO consents to the jurisdiction of the Florida Courts. This Agreement shall be interpreted according to the courts of the State of Florida.
20. WAIVERS. No failure or delay by either party in exercising any of its rights hereunder shall operate as a waiver thereof to prevent either party from demanding strict compliance thereof. Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or different provision.
21. MODIFICATIONS. Easy Access Capital LLC shall have full authority to change the terms of any Program at any time upon thirty (30) days prior written notice, and any such change(s) shall have effect upon communication by Easy Access Capital LLC to IC/ISO as to all future IC/ISO referred Merchant Agreements. Easy Access Capital LLC right to change Program terms shall explicitly include, but shall not be limited to, the adjustment of commissions, or the change of terms contained in this or in any subsequent Agreement or Schedules. Any such change(s) shall be applied to all IC/ISO’s uniformly.
22. SECTION HEADINGS. The section headings contained in this Agreement are for convenient reference only and shall not in any way affect the meeting or interpretation of this Agreement.
23. ENTIRE AGREEMENT; BINDING EFFECT. This Agreement, and any schedule hereto, embodies the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and any permitted successors and assigns.
24. IDEMNIFICATION BY IC. IC/ISO shall indemnify and hold Easy Access Capital LLC harmless from any and all claims, damages and liabilities, including attorney’s fees and cost of defense arising from the services performed by IC/ISO or IC/ISO’s negligent or fraudulent acts or failure to act in performing this Agreement. In addition IC/ISO warrants and represents that there has not and shall not be any disclosure of trade secrets or confidential competitor
information to Easy Access Capital LLC . The IC/ISO further warrants and represents that they are not bound by any restrictive covenant or prior agreement with any third part y that which would prohibit the IC/ISO from providing the services contemplated herein to Easy Access Capital LLC. The IC/ISO also warrants and represents that they are not under any restrictive covenant or prior agreement affecting any merchant that they introduce to Easy Access Capital LLC.
In the event that the IC/ISO is in fact bound by a restrictive covenant, the IC/ISO indemnifies Easy Access Capital LLC. for all costs, expenses and legal fees pursuant to Paragraph 19 of this Agreement.
25. MUTUAL IDEMNIFICATION. Neither party shall be liable to the other or any third party for any liquidated, indirect, consequential, special, speculative, lost profits, exemplary or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of this Agreement even if the party at fault has been advised of the possibility of such damages.
26. NOTIFICATION OF ADDRESS CHANGE. IC will notify Easy Access Capital LLC promptly if IC moves or otherwise has a change of address.
I AGREE AND UNDERSTAND THE FOLLOWING RULES:
27. I agree that as an IC/ISO , I am responsible for determining my own business activities and that by agreeing to these terms, I am not an employee or legal owner of Easy Access Capital LLC.
28. I am responsible for the payment of all federal and state employment taxes and any other tax required under any federal, state, or regulatory law.
29. I understand that I am not being sold a franchise or business opportunity.
30. I may terminate this Agreement for any reason, at any time, by giving Easy Access Capital LLC written notice. Easy Access Capital LLC may terminate this Agreement in writing upon violation of any part of this Agreement. In such event, Easy Access Capital LLC will pay no further commissions.
31. I agree that as a Easy Access Capital LLC Independent Sales Agent, I shall place primary emphasis upon the marketing of Easy Access Capital LLC services to Business Owning consumers as a condition of my receipt of commissions. Commissions I receive will be based upon fulfilling certain terms of qualification as set forth by the Compensation Plan as may be amended from time to time.
32. I agree to keep accurate records and to abide by all federal, state, and local laws and regulations governing the sale or solicitation of the products and services marketed by Easy Access Capital LLC including, but not limited to, any and all permits and licenses required performing under this Agreement.
33. I agree that Easy Access Capital LLC shall not be liable under any circumstances for any damage or loss of any kind including indirect, special, punitive compensatory or consequential damages, losses or profits which may result from any cause, including but not limited to, breach of warranty, delay, act, error or omission of Easy Access Capital LLC
34. Easy Access Capital LLC shall periodically make sales literature and/or promotional material available. However, I am under no obligation to purchase any materials or literature at any time. Refunds shall not be allowed under any circumstances, including, but not limited to, termination of this Agreement, obsolescence of such sales literature or promotional materials, or any other reason. Exception: Easy Access Capital LLC buy-back policy will be extended to sales aids where required by law, and Montana Independent Sales Agents who cancel within 15 days are entitled to a 100% refund of any consideration given to participate.
35. I agree that as an Independent Sales Agent this Agreement grants me the limited authority to promote and sell the products and services that Easy Access Capital LLC markets on behalf of companies subject to the terms and conditions established by said companies and/ or Easy Access Capital LLC.
36. I will not make any false or misleading statements about Easy Access Capital LLC or its products, marketing program, or Compensation Plan. I agree that I will operate in a lawful, ethical and moral manner and will not engage in or perform any misleading, deceptive or unethical practices. In the event that I violate any of these conditions, my position may be terminated without further payment or compensation of any kind.
37. I acknowledge that I am responsible for supporting Independent Sales Agents I enroll into the program and in my commissionable team. I agree to maintain monthly communication and support to those individuals in my commissionable team.
38. I acknowledge that Easy Access Capital LLC expressly reserves all proprietary rights to the company name, logo, trademarks, service marks (“Proprietary Marks”) and copy- righted materials. I understand, acknowledge and agree that any monies, which I pay Easy Access Capital LLC are in consideration of my receiving a non-exclusive license, during the term of this Agreement to use the Proprietary Marks of Easy Access Capital LLC in conjunction with the marketing program provided to me. I further agree that I will not use Easy Access Capital LLC Proprietary Marks in any form whatsoever except as permitted in writing by Easy Access Capital LLC. I understand that I may not photocopy or duplicate any materials provided by or purchased from Easy Access Capital LLC with the exception of documents available to download from the Easy Access Capital LLC Independent Agent Resource Center.
39. I shall not use information gained through my involvement with Easy Access Capital LLC to facilitate direct contact with our banks or their agents, suppliers or their agents for the purpose of seeking confidential information or establishing a business relationship with said banks or suppliers outside of Easy Access Capital LLC. Should I do so, I will be in violation of this Agreement and at a minimum I will be liable and agree to equal financial sharing (50/50) of all commissions I earn for establishing that business relationship or for assisting others to establish a business relationship with any Easy Access Capital LLC bank or supplier. I also understand that Easy Access Capital LLC may seek other restitution for damages and/or loss of potential business.
40. I understand that as an Independent Sales Agent, I am free to select my own means, methods, and manners of operation and that I am free to choose the hours and location of my activities under this Agreement subject only to the terms of this Agreement.
41. I acknowledge that Easy Access Capital LLC ransacts business as a Marketing Agent and Independent Sales Organization for various national and regional companies which provide various products and services to end customers at rates established by such companies from time to time and that those products, services and rates shall be subject to change without prior notice.
42. I acknowledge that I am not guaranteed any income nor am I assured any profits or success. I certify that no claims of guaranteed profits or representations of expected earnings that might result from my efforts have been made by Easy Access Capital LLC or my referring ISA.
43. I acknowledge that I have the right to secure for funding as many personal clients as I wish. For each personal client I secure, I will receive a commission from my personal customer’s funded loans and my team or network in accordance with the Easy Access Capital LLC Compensation Plan then in effect. Louisiana residents may choose Louisiana law and jurisdiction.
44. I agree to indemnify and hold harmless Easy Access Capital LLC from any and all claims, losses, damages and expenses, including any attorneys fees, arising out of my actions or conduct in violation of this Agreement or the Compensation Plan of Easy Access Capital LLC. I agree that in order to recoup any damages and expenses it has incurred due to such violation(s), Easy Access Capital LLC may offset any commissions or other payments due to me. In the event a dispute arises as to the respective rights, duties and obligations under this Agreement, The Marketing Plan, Compensation Plan, or any Policy or Procedure of Easy Access Capital LLC, it is agreed that such disputes shall be exclusively resolved in the Circuit Court for Palm Beach County, State of Florida. Florida law shall apply to the resolution of all disputes.
45. I acknowledge that this Agreement and the attached Compensation Plan also incorporated herein by reference, constitute the entire Agreement between the parties and shall not be modified or amended except in writing signed by Easy Access Capital LLC. This Agreement shall be binding upon and inure to the benefit of heirs, successors, and permitted assigns of the parties hereto. If any provision of the Agreement is determined by any authority of
competent jurisdiction to be invalid or unenforceable in part of in whole for any reason whatsoever, the validity of the remaining provisions or portions thereof shall not be affected thereby.
46. During the term of this Agreement, and for one (1) year thereafter, I will not solicit or recruit Easy Access Capital LLC employees or ISAs, whether active or inactive, to participate in a similar Sales Agent Program or an Affiliate Marketing program whether or not such marketing company offers identical services. I acknowledge that my violation of this provision will result in termination of all commissions and payments of any kind and will at a minimum require me to share (50/50) any income I earn from the similar Sales Agent of Affiliate program as damages.
Commissions Schedule Form A – APPENDIX A
REFERRAL COMPENSATION FOR
– All Merchant Cash Advance 4% of the dollar amount that Easy Access Capital LLC earns as commission.
– Business Line of Credit Program 2% of Funded Amount.
– Personal Funding 2% of Funded Amount.
– Business Credit Card Funding 2% of Funded Amount.
– All Hard Money for Real Estate 50% of commission earned by Easy Access Capital LLCon that specific deal.
All due commissions are paid on the 15th of the Month. Payment periods are 1st thru last day of month, will be paid the following month on the 15th. At times Easy Access Capital LLC may pay commissions within 72 Hours of Easy Access Capital LLC receiving commissions from funding providers.
MCA’s We may pay within 7 days of us receiving commissions.
We at Easy Access Capital LLC offers two possible way for ISO’S to receive their commissions.
Bank Cashiers Checks
Wire Transfers ( ISO will pay the $35.00 wire fee – This will be deducted from your commissions ).