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CHEXpedite Online Electronic Check Agreement


         This Agreement is between NBDS, INC. (hereinafter referred to as NBDS) a Texas Corporation, located in Fort Worth, Texas, and: .

(hereinafter referred to as Merchant) a:     Corporation      Partnership     Proprietorship (please check one).

Located At:
       Address:  
  City:  
  State:  
  Zip:  
NBDS agrees to process pre-authorized fund transfers on behalf of the Merchant from Customers' accounts as authorized by each Customer and as directed by the Merchant. NBDS may initiate credit and/or debit entries and initiate, if necessary, reversing entries and adjustments for any original entries made in error to the checking account at the depository indicated named below. In addition, ______ will be electronically debited for the Merchant setup fee, plus a Monthly Administrative Fee of $15.00. Merchant authorizes NBDS to Debit or Credit to the Merchant bank account at:

Bank Name:  Located at: 
RTN :  Account Number: 

Laws, Rules, and Regulations. Merchant agrees to comply with all existing and future rules and regulations issued by NBDS for processing of the within transactions, all of which rules and operating regulations are expressly incorporated herein by reference and made a part of this Agreement as if they were set forth in full herein. Merchant further agrees to comply with all applicable state or federal laws, rules and regulations affecting the use of checks, drafts and ACH transactions, including but not limited to rules and procedural guidelines established by the Federal Trade Commission (FTC) and the National Automated Clearing House Association (NACHA).

Merchant Account. It is necessary that Merchant maintain a commercial checking account (Merchant’s Account) for billing purposes associated with the processing services provided by this Agreement. Merchant’s Account shall be held with an approved depository, or Merchant will establish and maintain a commercial checking account with an approved depository.

SEE ADDITIONAL TERMS AND CONDITIONS THAT FOLLOW

This Agreement constitutes the only agreement between the parties and all prior negotiations, agreements, and understandings, whether oral or written are therefore superceded. Any other processing agreements between NBDS and Merchant shall not affect the terms of this Agreement. No modification or amendment shall be effective unless in writing and signed by all parties. The person signing this Agreement certifies that he/she is authorized to enter into this Agreement on behalf of client.

Agreed to and Accepted by:
Owner/Officer Name     Date
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Owner/Officer Name     Date
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Subject to Application approval, Agreed to and Accepted by Total Payment Solutions, Inc.
By:                                                        
ITS:                                                                         
NBDS, Inc. Representative    Date
NBDS, Inc.
6707 Brentwood Stair Rd., Suite 640
Fort Worth, Texas 76112
(817) 457-9545
Total Payment Solutions, Inc. <%= formatdatetime(now(), vbshortdate)%>
Name Date

Any undersigned individual(s), by execution as guarantor, hereby unconditionally and irrevocably guarantees the full and faithful performance of Merchant of each and all of its duties and obligations herein set forth, whether prior or subsequent to termination of this Agreement.

Guarantor Name Guarantor Name

Fees. Merchant agrees to pay NBDS, INC. ______________ per transaction for services rendered hereunder. NBDS will deduct all fees from the amounts collected for each transaction prior to settlement of funds.
Price Changes. NBDS may change any price to the subscriber by giving 30 days notice. No Claim Against NBDS. Merchant agrees that it will not have any claim against or right to receive payment from NBDS. Merchant further acknowledges that use of this service carries no guarantees, either implied or actual.
Disputes with Customer, Indemnification of NBDS. All disputes between Merchant and any customer relating to any draft transaction shall be settled between Merchant and said customer. Merchant agrees to indemnify and hold NBDS harmless from any claim, liability, loss, or expenditure relating to any such transaction or from Merchant’s breach of any of its obligations under this Agreement. NBDS retains the right to offset the Return Allocation or the Reserve Account for amounts NBDS is damaged by Merchant’s actions.
Compliance with Rules; No-Disclosure and Confidentiality. Merchant agrees both (i) to comply with and (ii) cooperate and assist NBDS in complying in a complete and timely manner with all applicable laws, rules, and regulations now or hereafter applicable to any draft/ACH transaction or this Agreement. Merchant agrees to execute and deliver to NBDS all such instruments as NBDS may from time to time reasonably deem necessary. Merchant shall not disclose to any third party other than NBDS, or any agent of merchant for the purpose of assisting Merchant in completing a transaction, or as specifically required by law, any account information or other personal information. Merchant, in an area limited to select personnel, and prior to discarding, shall destroy in a manner rendering data unreadable all material containing account information after it has been retained for a period specified by all applicable rules and regulations specified in this Agreement.
Cancellation. This Agreement may be canceled by either party by giving the other party 30 days notice in writing for any reason. Merchant is responsible for the fees for all drafts requested prior to said notice, whether printed by NBDS or not. In the event Merchant breaches any provision in this Agreement, then NBDS may terminate this Agreement immediately upon mailing notice to Merchant.
Authority. Each party of the Agreement hereby represents and warrants to the others that it has the full right, power, and authority to enter into and to perform this Agreement in accordance with all of the terms, provisions, covenants and conditions hereof, and that the execution and delivery of this Agreement has been duly authorized by proper corporate action.
Special Events. In the event any of the parties to this Agreement shall cease to conduct business, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets; or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Laws of any statute of any state relating to insolvency or the protection of the rights of creditors, then (at the option of the other party hereto), this Agreement shall terminate and be of no further force and effect, and any property or rights of such other parties, tangible or intangible, shall forthwith be returned to them.
Audit. NBDS shall have the right to audit Merchant and Merchant’s records regarding all ACH transactions handled pursuant to this Agreement. If NBDS discovers that Merchant is not complying with NBDS’s rules and procedures or any state or federal or other rules promulgated by this Agreement, then NBDS may terminate this Agreement immediately.
Force Majeure. Each party hereto will be excused from performance hereunder when and to the extent that it is prevented from performance by, but not limited to, the following: computer, utility or communications breakdown; inability to operate or obtain service for its equipment; fire; an act of God; or any act of a third party beyond its control provided that it takes all steps reasonably practical and necessary to effect prompt resumption of its respective responsibilities set forth hereunder in full or in part.
Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties hereunder and their representatives and successors and assigns.
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
Severability. Should any of the provisions of the Agreement be invalid, such invalidity shall not affect the validity of the remaining provisions.
Representations and Warranties. In connection with this Agreement, Merchant has executed and delivered to NBDS a document entitled Merchant Service Application and Agreement containing, among other things, certain information regarding the nature of Merchant’s business, its form of business organization, and the individuals who are the principal owners of Merchant. Merchant represents and warrants to NBDS that all information and all statements contained in such Merchant Application are true, correct and complete. Merchant further agrees to notify NBDS promptly of any and all changes which may occur from time to time regarding any information contained in such Merchant Application, including but not limited to the identity of principal owners, and changes in bank for Merchant’s commercial checking account. Merchant shall be and remain fully liable to NBDS for any and all losses, costs and expenses suffered or incurred by NBDS arising out of or resulting from Merchant’s failure to report all such changes to NBDS in accordance herewith.
Assignability. This Agreement may not be assigned, directly or by operation of law, without the prior written consent of NBDS.
Attorney’s Fees and Costs. Merchant shall be liable for and shall indemnify and reimburse NBDS for any and all attorney’s fees and other costs and expenses paid or incurred by NBDS in the enforcement hereof, or in collecting any amounts due form Merchant to NBDS hereunder or resulting from any breach by Merchant of any of the terms or conditions of this Agreement.

______________________________

Definition of Terms

Account means a checking account.
Business Day means any day on which the offices of the Merchant’s financial institution are open to the public for conducting substantially all business functions, generally Monday through Friday, except bank holidays.
Electronic Fund Transfer means any transfer of funds, other than a transaction originated by check, draft, or similar paper instrument.
Financial Institution means a state or national bank; a state or federal savings and loan association; a state or federal mutual savings bank; a state or federal credit union; or any other person who, directly or indirectly, holds an account belonging to a consumer. The term also includes any person who issues an access device and agrees with a consumer to provide electronic fund transfer services.

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