Member Agreement
This "Agreement" is entered into as of the date signed by you the member and accepted by ProfessionalCharges.com. You desire to submit charges for professional services on a client's credit card or bank debit card (also known as ATM card, ATM debit card, money card, cash-and-check card) that is validly issued by members of VISA U.S.A., Inc. ("VISA"), MasterCard International, Incorporated ("MasterCard") and Discover Card, here after referred to as "Cards". ProfessionalCharges.com desires to provide card processing services to you. Therefore, you, the member and ProfessionalCharges.com agree as follows: Personal Guarantee As a primary inducement to ProfessionalCharges.com to enter into this Agreement, the Member jointly and severally, unconditionally and irrevocably, guarantee the continuing full and faithful performance and payment by you of each of the its duties and obligations to ProfessionalCharges.com pursuant to this Agreement, as it now exists or amended from time to time, with or without notice. You further agree to pay to ProfessionalCharges.com all expenses (including attorneys fees and court costs) paid or incurred by ProfessionalCharges.com in collecting such obligations, and in enforcing this Guaranty. This guarantee
will not be discharged by bankruptcy or affected by the death of the
Guarantor member, will bind all heirs, administrators, representatives
and assigns. You
understand that the inducement to ProfessionalCharges.com to enter into
this Agreement is consideration for the guaranty, and that this guaranty
remains in full force and effect even if the guarantor(s) receive no
additional benefit from the guaranty. You assume all
legal, ethical and financial obligations for the charges that you submit
to ProfessionalCharges.com. If
the charges are disputed you are responsible for providing evidence of a
signed authorization documenting the validity of the charge.
You are also primarily responsible for attempting to resolve the
dispute with the cardholder. You are financially responsible to
reimburse ProfessionalCharges.com for all disputed claims until and
unless they are resolved as originally submitted. Maintenance and
Authorizations for Checking Account A. Maintained Account. You will maintain a checking account to facilitate payment for Card transactions. You irrevocably authorize ProfessionalCharges.com, or their vendors or agents, to initiate debit/credit entries to your checking account, or any other account maintained by you at any institution that is a receiving member of ACH. This allows for funds you are owed to be deposited into your checking account. Monies owed are based on charges you submit minus agreed upon processing fees and expenses. This also allows your checking account to be debited for charge backs, fees and any other penalties or payments you owe under this "Agreement." You agree to maintain sufficient funds to cover potential charge backs that could occur. B. Credits and
Debits. ProfessionalCharges.com
will deposit funds evidenced by "Transaction Drafts" into your
checking account (less recoupment of any credit(s), adjustments, fines,
charge backs or fees according to the schedule of fees incorporated into
this Agreement by reference) complying with the terms of this
"Agreement" and the "User's Guide."
Funds will normally be deposited via ACH within 10 business days
after the Transaction Draft is submitted to ProfessionalCharges.com. C.
Length of Authorization. This
authorization will remain in effect after termination of this
"Agreement," and until ProfessionalCharges.com has received written
notice terminating this authorization and all your obligations to
ProfessionalCharges.com have been paid in full.
If you change your checking account, you will notify
ProfessionalCharges.com, and this authorization will apply to the new
account. D.
Indemnification. You will
indemnify and hold ProfessionalCharges.com harmless for any action taken
against your checking account pursuant to this "Agreement."
You will also indemnify and hold harmless the institution at
which you maintain your checking account for acting in accordance with
any instruction from ProfessionalCharges.com regarding your account.
All indemnification sections will survive termination of this
Agreement. Fees and Other
Amounts Owed A.
Fees Owed. You will pay
ProfessionalCharges.com fees for services or situations in accordance
with the attached Schedule of Fees which is incorporated into this
Agreement by reference. Such fees
will be calculated and debited from your bank account, or will be netted
out from the funds due you under this Agreement. Once the online Member
Registration or Association Registration form has been
submitted, the new account will be set up and the initial annual
membership fee will be debited to the bank account listed in the
registration form. This charge is nonrefundable. Subsequent annual membership
fees
will be either charged to the credit card of the member or debited to
the bank account authorized by the ACH agreement.
B.
Other Amounts Owed. You
will immediately pay ProfessionalCharges.com any amount incurred by
ProfessionalCharges.com attributable to this Agreement, including but
not limited to charge backs, credits, fines imposed by Visa or
MasterCard, non-sufficient fund fees, and ACH debits that overdraw your
bank Account, for any amount you
owe ProfessionalCharges.com under this Agreement or under any contract
now existing or later entered into between you and
ProfessionalCharges.com. In the event such ACH does not fully reimburse
ProfessionalCharges.com for the amount owed, ProfessionalCharges will
charge your credit card for such amount. If your credit card does not
accept such charge, you will immediately pay
ProfessionalCharges.com such amount. User's Guide
and Security Procedures You will have a
user name and a password to access the System.
We will also provide you with operating procedures in a User's Guide
which is incorporated into this Agreement by
reference. You agree to: (a) comply with
the User Guide that is posted on the ProfessionalCharges.com web site
and may be updated or changed from time to time; (b) take
reasonable steps to safeguard the confidentiality and security of your
account number and password, and any other proprietary property or
information we provide to you in connection with the Services; (c) limit access
to your account number and password to persons who have a need to know
such information; (d) closely and
regularly monitor the activities of employees who access the Services;
and (e) notify us immediately if you have any reason to believe the security or confidentiality required by the provision has been or may be breached. Our security procedures are not designed for the detection of errors (e.g., duplicate charges, inaccurate charges, etc.). We will not be obligated to detect errors by you or others, even if we take certain actions from time to time to do so. Electronic
Mail / Internet We will have a
reasonable time to act upon any e-mail request or notice.
You acknowledge that, even though e-mail may be encrypted, we
cannot ensure that it will not be intercepted or affected by the actions
or omissions of others, such as third party networks or persons with
access to the Internet. You agree that your use of the internet will be entirely at your own risk, and that ProfessionalCharges.com, our banking affiliates, internet service providers, and web host will not be liable for any errors, defects in, or the untimeliness or lack of authenticity of, any information provided over the Internet. Indemnification You will be
liable for, hold harmless, and will indemnify ProfessionalCharges.com,
its employees, officers, directors and agents against all claims by
third parties arising out of this Agreement and for all attorneys' fees
and other costs and expenses paid or incurred by ProfessionalCharges.com
in the enforcement of the Agreement, including but not limited to those
resulting from any transaction processed under this Agreement or any
breach by you of this Agreement and those related to any bankruptcy
proceeding. Limitation of
Liability Except as
otherwise stated in this Agreement, we will be liable to you only for
damages arising directly from our intentional misconduct or gross
negligence in the performance of the Services.
We will not be responsible for any loss, delay, cost or liability
which arises, directly or indirectly, in whole or in part, from: (a) your actions
or omissions, or those of third parties which are not within our
immediate and reasonable control; (b) your
negligence or breach of any agreement with us; (c) any
ambiguity, inaccuracy or omission in any instruction or information
provided to us; (d) any error,
failure or delay in the transmission or delivery of data, records or
items due to a breakdown in any computer or communications facility; (e) accidents,
strikes, labor disputes, civil unrest, fire, flood, water damage (e.g.,
from fire suppression systems), or acts of God; (f) causes beyond
our reasonable control; (g) the
application of any government or funds-transfer system rule, guideline,
policy or regulation; We will not be responsible for special, indirect, or consequential damages which you incur as a result of our actions or omissions. Our liability and your remedy for actual costs and losses resulting from our actions and/or omissions, will not exceed the cost of annual membership plus (one half of a percent) 1/2% of all transactions not resulting in charge backs or credits. Any claim, action or proceeding by you to enforce the terms of this agreement or to recover for any Service-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs. You agree to cooperate with us in any loss recovery efforts we undertake to reduce any loss or liability that arises in connection with your Services. You acknowledge
that our attached Schedule of Fees have been established in contemplation
of: (a) these
limitations on our liability; (b) your
agreement to review statements, confirmations, and notices promptly and
to notify us immediately of any discrepancies or problems; and (c) your
agreement to assist us in any loss recovery effort. Information
Processing and Reporting ProfessionalCharges.com
offers services that require us to receive, process, and report
information involving your account and transactions.
We will not be responsible for determining the accuracy,
timeliness or completeness of any information that you or others provide
to us. We will not have a
duty to interpret the content of any data transmitted to us, except to
the limited extent set forth in this Agreement.
Unless otherwise agreed in writing, we will not be required (by
means of any security procedure or otherwise) to detect errors in the
transmission or content of any information we receive from you or third
parties. You acknowledge
that it is not possible for the Services to be totally free from
operator, programming or equipment error, and that errors in processing
and compiling data may occasionally occur (e.g., due to the failure of
others to provide accurate information, telecommunication failures, or a
breakdown in an electronic data interchange).
As such, you agree to review and verify all results and to
maintain adequate controls for insuring both the accuracy of data
transmissions and the detection of errors.
Unless otherwise required by law, our sole responsibility for any
reporting errors caused by us will be to reprocess the information for
the period in question and to provide corrected reports at our own
expense. You agree to maintain
adequate backup files of the data you submit for a reasonable period of
time in order to facilitate any needed reconstruction of your
transactions (e.g., in the event of a telecommunication failure).
If we are unable to provide a Service for any reason, we will
promptly inform you of the problem and will take reasonable steps to
resume processing. Reliance On
Third Parties Our ability to
provide certain Services (e.g., in connection with electronic data
interchange) is dependent upon our ability to obtain or provide access
to third party networks. In the
event any third party network is unavailable or we determine, in our
discretion, that we cannot continue providing any third party network
access, we may discontinue the related Service or may provide the
Service through an alternate third party network. In such situations, we will have no liability for the
unavailability of access. We
will not be responsible for any services you receive from third party
vendors. Arbitration At your or our
request, any claim or controversy involving more than $25,000 that
arises out of or relates to this Agreement or the Services will be
submitted to arbitration before the American Arbitration Association,
strictly in accordance with the terms of this Agreement. The arbitration
will be heard before an arbitrator mutually agreeable to you and us.
If we cannot agree upon the choice of an arbitrator within 10
days, then the arbitration will be heard by three arbitrators; one
chosen by us, one chosen by you, and the third chosen by the first two
arbitrators. The arbitrator(s)
will convene at a place in California mutually acceptable to both
parties and, if the place cannot be agreed upon, the arbitration will be
in California at a place designated bye the arbitrator(s).
You agree that: (a) pursuant to California Code of Civil
Procedure section 1283.1, each party to the arbitration will have the
discovery rights described in Code of Civil Procedure section 1283.05,
as amended from time to time; (b) each of us will be bound by the
decision of the arbitrator(s); (c) judgment upon an arbitration award
may be entered by any court of competent jurisdiction; and (d) you will
submit to the jurisdiction of California.
BY ENTERING INTO THIS AGREEMENT, YOU AND WE WAIVE ANY RIGHT TO
TRIAL BY JUDGE OR JURY for disputes covered by this provision.
This provision shall not limit or constrain our right of setoff,
to exercise any security interest or lien we may hold in property, to
comply with legal process involving your property, to interplead funds
in the event of a dispute, or to obtain provisional or ancillary
remedies such as injunctive relief. Neither
party shall institute an arbitration proceeding until it has given the
other party at least 30 days prior written notice of its intention to do
so. Performance ProfessionalCharges.com
will perform all services in accordance with this Agreement.
ProfessionalCharges.com makes no other warranty, express or
implied, regarding the services, and nothing contained in the Agreement
will constitute such a warranty. ProfessionalCharges.com
disclaims all implied warranties. ProfessionalCharges.com will not be liable to you for any failure
or delay in its performance of this Agreement if such failure or delay
arises out of causes beyond
the control and without the fault or negligence of
ProfessionalCharges.com. Representations
and Warranties You represent and warrant to ProfessionalCharges.com at the time of execution and during this term of this Agreement the following: A. You are a licensed professional in the State in which you
are providing services, or are a formally organized professional
association representing, or for the benefit of licensed, registered or
certified professionals. If
there is no licensure in your State regulating your profession, or if
your State allows professional practice without a license, then you are
appropriately qualified to provide the services you offer. All
information contained on the Application or any other document submitted
to ProfessionalCharges.com is true and complete. B. You have the
power to execute and perform this Agreement and you represent and
warrant that you will be bound by all
provisions of this Agreement, and that you are
authorized to execute any documents and to take any action which
may be required by ProfessionalCharges.om now or in the future.
Further, you, by your signature(s) on the Authorization and
Agreement Form or upon your first
submission of a Transaction Draft, acknowledge that you have received
and understand the terms of this agreement and the Users Guide.
Further, you represent and warrant that this Agreement and Users
Guide will not violate any law, or conflict with any other agreement to
which you are subject. C. There is no action, suit or proceeding pending or to your knowledge threatened which if decided adversely would impair your ability to carry on your business substantially as now conducted or which would adversely affect your financial condition or operations. You have never been placed on the MasterCard MATCH system or the Combined Terminated Merchant File, unless you have disclosed this to ProfessionalCharges.com. D. All charges submitted and resulting transactions are bona fide and are only for legitimate professional services, supplementary materials, or related products which are in compliance with the legal and ethical guidelines of the members profession. No transaction involves the use of a Card for any purpose other than the payment for professional services rendered by you and governed by the licensing laws of your state or ethical standards of your profession, or for supplementary materials or related products. Term and
Termination A. Term.
The Agreement will remain in effect for a period of 1 year from
the effective date and will renew for successive 1 year terms unless
terminated as set forth below. B. Termination. You may
terminate this Agreement at any time.
ProfessionalCharges.com may terminate this agreement if you violate any
of the terms of this agreement, lose your license to practice, or have
repeated charge backs. You terminate your membership by entering
the site with your user name and password, by clicking on the cancel
membership link at the left above the Submit Charges box, giving a
brief reason for your termination, and clicking on the "Cancel
Membership" button. Termination
shall be effective on the date you cancel your membership. If
you decide you do not want your membership renewed, cancel your
membership before your renewal date, or you will be automatically renewed and
charged for the membership. C. Obligations
upon Termination. All your obligations regarding submitted charges will survive
termination. You must maintain in your bank account enough funds to
cover all charge backs, refunds and fees incurred by you for at least 12
months following your last submitted transaction, until all charge back
rights have expired. If the
amount in your bank account is not adequate, you will pay
ProfessionalCharges.com the amount you owe upon demand, together with
all costs and expenses incurred to collect that amount, including
reasonable attorneys' fees. Compliance
With Laws And Rules You agree to
comply with all rules and operating regulations issued from time to time
by MasterCard and Visa and any policies and procedures provided by
ProfessionalCharges.com, including those set forth in the Users
Guide. The Users Guide is
incorporated into this Agreement by reference as if it were fully set
forth in this Agreement. You
further agree to comply with all applicable state, federal and local
laws, rules and regulations ("Laws"), as amended from time to
time affecting acceptance of the cards, processing of card transactions,
and the transactions contemplated by this Agreement.
You will assist ProfessionalCharges.com in complying in a
complete and timely manner with all Laws and Rules now or hereafter
applicable to any Card transaction or this Agreement. You will execute and deliver to ProfessionalCharges.com all such
instruments they may from time to time reasonably deem necessary. HIPPAA Privacy Rules Compliance ProfessionalCharges
will handle all information received from our members in strict
accordance to the Privacy Policy
which is incorporated into this Agreement by
reference. General
Provisions A. Entire Agreement. This Agreement, including the Schedule of Fees, the completed Application, the Users Guide, the Authorization and Agreement Form and any amendment or supplement to this Agreement, all of which are incorporated into this Agreement, constitutes the entire agreement between the parties, and all prior or other agreements or representations, written or oral, are superseded by this Agreement. B. Governing Law.
This Agreement will be governed by the laws of the State of
California. The parties agree
that all performances and transactions under this Agreement will be
deemed to have occurred in Los Angeles County and that your entry into
and performance of this Agreement will be deemed to be the transaction
of business within the State of California. C. Construction.
Any alteration or strikeover in the text of this pre-printed
Agreement will have no binding effect, and will not be deemed to amend
this Agreement. The headings used in this Agreement are inserted for
convenience only and will not affect the interpretation of any
provision. The language
used will be deemed to be the language chosen by the parties to express
their mutual intent, and no rule of strict construction will be applied
against any party. D. Assignability.
This Agreement may be assigned by ProfessionalCharges.com, but
may not be assigned by you directly or by operation of law, without the
prior written consent of ProfessionalCharges.com.
If you nevertheless assign this Agreement without
ProfessionalCharges.com's consent, the Agreement will be binding on the
assignee. If you sell your
practice, and the new professional incurs charge backs, the original
professional and all original guarantors will be held personally liable
for all charge backs and any other liabilities of the new professional. E. Notices.
Unless otherwise agreed, notices required by this Agreement must
be in writing. Notices to you may
be e-mailed, mailed, or delivered
to you at the address or addresses provided by you in your application
or updated application. Notices
to us must be sent to: ProfessionalCharges.com, 1530 E. Chevy
Chase Dr. Suite 209, Glendale, California 91206 or e-mailed to: the
e-mail address listed at the bottom of any page of the website.
Any written notice under this Agreement will be deemed given upon
the earlier of: (i) actual
receipt or (ii) five days after being deposited in the United States
mail or (iii) 24 hours after being sent by e-mail with return request. F. Bankruptcy.
You will immediately notify ProfessionalCharges.com of any
bankruptcy, receivership, insolvency or similar action or proceeding
initiated by or against you. You will include ProfessionalCharges.com on the list and matrix of
creditors as filed with the Bankruptcy Court, whether or not a claim may
exist at the time of filing, and failure to do so will be cause for
immediate termination or any other action available to
ProfessionalCharges.com under applicable Rules or Law.
You acknowledge that this Agreement constitutes an executory
contract to make a loan, or extend other debt financing or financial
accommodations to or for the benefit of you, and, as such, cannot be
assumed or assigned in the event of your bankruptcy. G. Attorney's
Fees. You will be liable for and
will indemnify and reimburse ProfessionalCharges.com for all attorneys'
fees and other costs and expenses paid or incurred by
ProfessionalCharges.com in the enforcement of this Agreement, or in
collecting any amounts due from you to ProfessionalCharges.com or
resulting from any breach by you of this Agreement. H. Amendments.
ProfessionalCharges.com may propose amendments or additions to this
Agreement. ProfessionalCharges.com will inform you of a proposed change
in a periodic statement or other written notice.
You will be deemed to have agreed to the change if you continue
to present transactions to ProfessionalCharges.com after 30 days
following the mailing of the notice. Notwithstanding
the previous sentence, changes to fees authorized by this Agreement will
be effective upon notice to you, unless a later effective date is
provided. Further,
ProfessionalCharges.com is entitled to pass through to you any fee
increases imposed by Visa, MasterCard, or telecommunication vendors. I. Severability and Waiver. If any provision of this Agreement is illegal, the invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if the illegal provision is not contained in the Agreement. Neither the failure nor delay by ProfessionalCharges.com or Member to exercise, or partial exercise of, any right under this Agreement will operate as a waiver or estoppel of such right, nor shall it amend this Agreement. All waivers must be signed by ProfessionalCharges.com. J. Independent
Contractors. ProfessionalCharges.com
and the member will be deemed independent contractors and neither will
be considered agent, joint venturer or partner of the other except as
provided for in the ACH transactions. ---------------- End of Members Agreement ----------------------------- Schedule of
Standard Fees VISA, MasterCard and
Discover Processing Fees:
Charge backs:
$30.00 per charge back. ACH Returns:
$10.00 per item. Annual Membership Fee $150.00. 1-16-2006
|
|||||||||||
| To Top | |||||||||||
