Merchant Account Terms and Conditions

1. This agreement is entered into between 123Bill.com hereby referred to as the "PROVIDER" and its New Client hereby referred to as "MERCHANT". Upon Provider's acceptance of Merchant's application both parties are bound to this agreement. Both parties agree to the following covenants:


2. RELATIONSHIP DEFINED - PROVIDER will supply MERCHANT with an online payment process, in exchange for a share of collected revenues generated on said processing. PROVIDER (in combination with it's supplier's and contractors) is responsible for supplying all collections, customer service, billing and accounting on said processing. MERCHANT is responsible for generating inbound sales through legitimate marketing methods.
3. MARKETING COMPLIANCE - MERCHANT agrees that compliance with PROVIDER's rules is an absolute requirement. If MERCHANT is found to be out of compliance they are subject to forfeiture of all earnings and immediate cancellation at the discretion of PROVIDER, without notice.
1. NO misleading marketing or promises of product that Merchant cannot provide.
2. NO email marketing without prior approval from PROVIDER of the advertisement.
3. Advertising must be in compliance with all existing Email Campaign laws.
4. Services cannot be marketed as being free of cost to consumers.
5. NO illegal Services must be offered.
4. LIMITATION OF LIABILITY - Under NO circumstances shall PROVIDER be responsible or have any liability for Merchant's success or lack thereof.
1. PROVIDER is responsible for providing a timely and accurate reporting of all billable activity. This activity is guaranteed available each accounting period, which is defined as the date of check writing.
2. PROVIDER has NO liability for lost revenue due to system availability problems or circumstances beyond its control. Reasons might include but are not limited to: acts of god, acts of civil or military authority, terrorist acts, explosions, floods, power failure, severe weather conditions, supplier negligence and telecommunications interruptions.
5. REVENUE SHARING - Commissions are determined by PROVIDER and subject to change without notification.
1. PROVIDER reserves the right to re-assess Merchant's commission rate based on collectibles, on a quarterly basis, or as deemed necessary by provider.
2. Changes made to Merchant fee schedule are not retroactive.
6. OTHER FEES - PROVIDER reserves the right to assess MERCHANT maintenance fees on a per account basis, as it deems necessary. PROVIDER also reserves the right to assess any initial or subsequent account setup fees, as it deems necessary.
7. ASSIGNMENT - This agreement may NOT be assigned in whole or in part by MERCHANT without prior written consent of PROVIDER.
8. RELATIONSHIP - MERCHANT is an independent contractor to PROVIDER. MERCHANTS with residence in the United States will receive a 1099 annually as required by law.
9. PROPERTY - PROVIDER retains exclusive ownership over all code with the exception of any code transferred to PROVIDER or originally exclusive the property of MERCHANT.
10. TERMINATION - PROVIDER reserves the right to terminate this agreement and it's relationship with MERCHANT at any time for any reason. All revenues earned through the date of termination shall be paid in accordance with PROVIDER's regular payout schedule assuming MERCHANT is not in breach of contract in which case they forfeit all earnings.
11. INVESTIGATIONS
1. Merchant accepts that Provider will co-operate fully with authorities in any investigation.
2. Provider reserves the right to withhold Merchant funds, regarding any allegations of Merchant OR Merchant/Affiliate fraud or illegal activities, until determination has been made.
12. GOVERNING LAW - MERCHANT agrees that this agreement shall be governed and construed in accordance with Michigan State Law. By executing this agreement all parties consent to personal jurisdiction and venue in and before the Superior Court of the State of Michigan for Oakland County. If any action. Law or inequity is necessary to enforce or interpret the terms of this agreement the prevailing party shall be entitled to reasonable attorney's fees and costs.
13. PAYOUT SCHEDULE - All payments are sent each month for all revenues generated during the previous month.
1. Provider will deduct 35% of gross revenue for the Merchant fee
2. Initial settlement period will be 6 weeks from the date the Merchant begins processing sales
3. Merchant payout will occur weekly after initial settlement period
4. Merchant must elect their preferred method of receiving funds:
5. Checks sent via US Mail
6. Wire Transfer ($35 fee)
7. ACH Payment