Merchant hereby sells and assigns to mIQro Money, LLC as absolute owner thereof which includes the current and future payments
to which the Merchant may be entitled from any account access device or number, including a bank issued PIN Debit card; VISA, MasterCard, Discover, or other magnetic
stripe, smartcard, RFID (Radio Frequency Identification)-based credit or general payment card (the “Payment Cards”) processed by a payment processor on behalf of the
specific Merchant ID provided on the mIQro Money Advance Program Application and Agreement (“Merchant’s Processor”), and all contract rights or other proceeds
resulting therefrom (the “Receivables”), in the amount necessary to pay Receivables sold to mIQro Money under its mIQro Money Program as evidenced by the Merchant’s periodic
Receivables Sale Request and Authorization form.
Merchant hereby authorizes mIQro Money to receive from Merchant’s Processor a sufficient amount, as designated by mIQro Money, of merchant's Receivables settlements to receive the
full amount of Receivable sold within ten (10) Merchant’s daily processing settlements next following the advance. If at any time Merchant’s daily Receivables are
less than the specified daily minimum, then Merchant hereby expressly authorizes Merchant’s Processor to automatically deduct sufficient monies from Merchant’s next
payment card settlement to replace the shortfall in the previous Receivables payment.
These terms and conditions (the “Terms and Conditions”) constitute the agreement between Merchant and mIQro Money, LLC, that, together with the mIQro Money
Agreement signed by Merchant in favor of mIQro Money, LLC (the “Agreement”), govern Merchant’s use
of the mIQro Money Merchant Advance Program (the “mIQro Money Advance Program”) established by mIQro Money, LLC for Merchant’s benefit. In these Terms and Conditions,
“Merchant” refers to Merchant signing below that has submitted a mIQro Money Advance Program Application and Agreement (the “Application”) to mIQro Money, LLC. This
Agreement will become effective upon the Merchant’s having been approved to participate in the mIQro Money Advance Program.
The mIQro Money Advance Program is a receivables factoring program that provides eligible merchants periodic access to immediate cash by selling short-term
future Receivables. The mIQro Money Advance Program is available to enrolled merchants that accept credit and debit card payments for their ordinary course
sale of goods and services. To be eligible, Merchant must apply by completing and submitting to us mIQro Money’s Application. Merchant and Merchant’s Processor
must meet Bank’s underwriting criteria as in effect from time to time and Merchant’s Processor must participate in the mIQro Money Advance Program. The
Bank reserves the right to decline any applicant for any reason. If approved for participation in the mIQro Money Advance Program Merchant will be authorized
to submit periodic requests to the Bank asking the Bank to purchase Receivables (a “Receivables Sale Request”). Within approximately one (1) hour the Bank
will advise Merchant if the Bank agrees, in its sole discretion, to make such a purchase Merchant and Merchant’s Processor must meet the Bank’s eligibility
and underwriting criteria at the time of each Receivables Sale Request If the Bank agrees to a Receivables Sale Request, it will purchase such Receivables by
making a payment (each, an “Advance” and collectively, the “Advances”) directly into the deposit account designated by Merchant in the Application at the time
of enrollment. The Bank may change its eligibility and underwriting criteria or may decline any Receivables Sale Request at any time without notice.
Requests for Receivables Sale under the mIQro Money Advance Program
Merchant may make a Receivables Sale Request by submitting a completed Receivables Sale Request and Authorization form to us at the number provided on Bank’s
Website or, if available on Bank’s Website at the time of request, by submitting an electronic version of the form through Bank’s Website. A Receivables Sale
Request may be made which will generate Advances in any increment of $100.00 up to the Advance Limit (as described below). If Merchant makes a Receivables Sale
Request that would result in an Advance greater than the Advance Limit, the Bank will purchase Receivables that result in an Advance to Merchant only the maximum
available amount. Each Receivables Sale Request granted shall be evidenced and governed by this Agreement. The amount of Receivables purchased by the Bank and
sold by the Merchant in any particular sales transaction will be in an amount equal to the amount of the Advance plus 10%. The Bank shall keep internal records
of all Receivables purchased from Merchant and all Advances made by the Bank to Merchant, and such records shall be conclusive evidence of the Receivables
purchase history and outstanding Receivables balance at any time. Merchant may make as many Receivables Sale Requests as desired, subject to the Advance Limit
and Merchant’s continued compliance with eligibility and underwriting criteria.
The maximum amount of the aggregate Advances that may be at any time outstanding is the “Advance Limit”. Unless otherwise determined by Bank, the Advance Limit,
is equal to 10% of Merchant’s monthly average payment card sales processing volume over the prior ninety (90) calendar day period, up to $3,000.00. The Advance
Limit will be reduced by any outstanding Advance. Notwithstanding the foregoing, the Bank reserves the right to establish the maximum Advance Limit in an amount
less than the Advance Limit calculated as above or to set additional limitations and conditions to the amount of the Receivables to be purchased, based on such
additional criteria as the Bank may determine in its sole discretion, including prior payment card sales processing history. The Bank may amend the Advance Limit,
reduce availability or set additional conditions to Receivables purchases at any time and without prior notice.
Representations, Warranties and Covenants
Merchant represents, warrants and covenants, as of the date of the mIQro Money Advance Agreement and as of the date of each Receivables Sale Request, that:
Default and Suspension of Merchant’s mIQro Money Advance Agreement
- The payment card sales processing statements provided to the Bank from time to time represent the total payment card processing
at the dates of such statements. No material adverse change in Merchant’s processing volume, financial condition or operations has occurred since the date of Merchant’s
Application. Merchant will furnish to the Bank notice of any material adverse change in Merchant’s processing volume, financial condition or operations.
Merchant is duly organized and in good standing in the jurisdiction of Merchant’s organization and each other jurisdiction in which Merchant conducts its business.
Merchant is in compliance, and Merchant shall comply, with all laws and regulations applicable to Merchant and Merchant’s business. Merchant has, and Merchant shall
maintain, all requisite permits, authorizations and licenses to own, operate and to conduct Merchant’s business as presently conducted.
Merchant has full power and authority to enter into and perform Merchant’s obligations under these Terms and Conditions and the other documents executed by Merchant
in connection with the sale of future Receivables, including, without limitation, this Agreement.
Merchant will not conduct business under any name other than the name Merchant provided to the Bank in connection with Merchant’s Application. Merchant will not
change Merchant’s principal place of business without ten days prior written notice to the Bank. Merchant will not sell Merchant’s business or merge or consolidate
Merchant’s business with any other entity. Further, Merchant is a licensed for profit business as a corporation and Merchant shall not convert to any other form of
entity during the term of this Agreement.
Merchant agrees that during the term of the mIQro Money Advance Agreement Merchant will not use in any manner for any purpose a terminal or Payment Card accepting
device that is connected to any processor or receiver of Payment Card transactions other than as designated in this Agreement, without the express written consent
of the Bank. Merchant additionally agrees not to allow any event to occur which could have an adverse effect on Merchant’s ability to use, accept or authorize Payment
Cards for the purchase of the services and products or terminate or change the designated Merchant’s Processor, not to change Merchant’s arrangements with the
acquiring bank or processor in any way that is adverse to the Bank, not to take any action that has the effect of causing the processing through which Payment Cards
are settled to be changed, not to take any action to discourage the use of the Payment Cards considered as Receivables.
Merchant agrees that Merchant may revoke this Agreement by written notice to the program processor, mIQro, LLC, whose address is 1321 Burlington, Suite B, North Kansas City,
MO 64116 and to Merchant’s Processor. Any such revocation may only take
effect upon Bank’s receipt of full payment of all Receivables Merchant have sold to Bank pursuant to any outstanding Receivables Sale Request and Authorization.
Any of the following events shall constitute an “Event of Default:”
- Merchant breaches any tem or this Agreement or any representation or warranty contained in this Agreement fails to be true or correct in any respect.
- Merchant revokes the notification to Merchant’s Processor to pay from Merchant’s processing proceeds Receivables sold to the Bank or otherwise cause,
or take any action to cease the payment of the purchased ;
- Merchant is included on the Member Alert Control High-Risk Merchants List (formerly known as the Combined Terminated Merchant File), or Merchant otherwise
ceases to conduct sales transactions with payment cards processed by a processor whose Receivables have been sold to the Bank;
- Merchant fails to (i) maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of Merchant’s
business; (ii) pay all taxes as they come due; or (iii) conduct Merchant’s business in accordance with all laws, rules, regulations and orders of any
governmental authority having jurisdiction over Merchant or Merchant’s business;
- Merchant sells or otherwise disposes, whether pursuant to a single transaction or a series of transactions, all or any material portion of Merchant’s assets
(other than the sale of inventory in the ordinary course of business);
- Merchant (i) merges or consolidates with any person or entity (or enter into any merger or consolidation agreement or plan), or (ii) makes any material change
in the nature of, or manner in which Merchant conducts, Merchant’s business;
- Any voluntary or involuntary bankruptcy or insolvency proceeding is commenced by or against Merchant.
Upon the occurrence of an Event of Default, this Agreement is automatically terminated and Merchant automatically assigns to the Bank at that time all payments due to
Merchant up to the amount of outstanding Receivables purchased.
Financial Reporting and Other Subsequent Disclosures
Account statements for Merchant’s mIQro Money Advance Program will be available by secure log-in on Bank’s Website. Through the Website, Merchant will be able to
access current eligibility criteria, the outstanding balance of any Advance, purchase history, scheduled Receivables purchases, and the amount of future Receivables
available to be purchased on the date of log-in. In addition, the Bank may, from time to time, furnish to Merchant other disclosures or information required or
permitted by law or these Terms and Conditions. Periodic statements and other disclosures or information are hereafter referred to as “Subsequent Disclosures”.
Change in Terms
The Bank reserves the right to change this Agreement, which changes may include discontinuing Merchant’s participation in the mIQro Money Advance Program, at any time
without notice. Such changes may apply to any outstanding, as well as to future, advances. Merchant’s request for any Advance shall constitute acceptance of these
terms and conditions applicable to the sale of Receivables as in effect at the time of Merchant’s request for an Advance.
Consent to Electronic Delivery of this Agreement, Change of Terms Notices and Subsequent Disclosures
If Merchant affixes Merchant’s electronic signature to this Agreement, that action will signify Merchant’s agreement that mIQro Money Advance Application, this
Agreement, all documents in support of this receivables factoring line, any notice of the change of terms in this Agreement and all subsequent disclosures constitute
electronic records under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sections 7001 et seq.). Merchant further agrees that Merchant’s
electronic signature constitutes Merchant’s consent to accept this Agreement and receive any notice of a change in terms of this Agreement and any subsequent disclosures
in electronic form.
The Bank may provide subsequent disclosures to Merchant by making them available by secured log-in on the Bank’s Website (the “Statement Delivery Location”). The Bank
will send to Merchant’s e-mail address a notification that subsequent Disclosures are available at the Statement Delivery Location, and that the Subsequent Disclosures
will be available for Merchant’s review for not less than 90 days after the date of the e-mail notification. At any time, Merchant may ask the Bank to provide Merchant
with a paper copy of Subsequent Disclosures. The time during which errors may be resolved with respect to each periodic statement begins on the date of each e-mail
notification. If an e-mail notification is returned to the Bank undelivered, the Bank shall take reasonable steps to attempt redelivery using information in our files.
To assure Merchant’s continued receipt of e-mail notifications, Merchant must notify the Bank each time Merchant changes Merchant’s e-mail address.
If (a) Merchant withdraws Merchant’s consent to receive notices of change in terms or other subsequent disclosures electronically by notifying the Bank (which notice
shall be effective when actually received by the Bank), (b) an e-mail notification sent to Merchant’s e-mail address is returned as undeliverable, or (c) Bank is
unable to verify that Merchant has opened an e-mail notification sent to Merchant’s e-mail address within 10 days of delivery, the Bank will send such documents in
printed form to the most current address for Merchant in our records.
These Terms and Conditions shall be governed by, and construed, interpreted and enforced in accordance with, federal law and, to the extent state law applies, the laws
of the State of Oklahoma without regard to conflict of laws provisions. If any provision of these Terms and Conditions is held to be invalid, the remaining provisions
will remain valid and enforceable.
Dispute Resolution Program (“Arbitration Agreement”)
Non-Judicial Resolution of Disputes.
If Merchant has a dispute with the Bank, and Merchant is not able to resolve the dispute informally, Merchant and the Bank
agree that any dispute, regardless of when it arose, shall be resolved by the following arbitration process. Merchant understands and agrees that Merchant and the
Bank are each waiving the right to a jury trial or a trial before a judge in a public court.
As an exception to this Arbitration Agreement, Merchant retains the right
to pursue in an Oklahoma small claims court located in Garfield County, Oklahoma any dispute that is within that court’s jurisdiction.
A dispute is any unresolved disagreement between Merchant (and the Merchant’s’s employees, officers, directors, attorneys, and other agents) and the
Bank (and the Bank’s employees, officers, directors, attorneys, and other agents). It includes any dispute relating in any way to the mIQro Money Advance Agreement
and mIQro Money Advance Program or related services or matters described in this Agreement; to Merchant’s use of any of the Bank’s locations or facilities; or to any
means Merchant may use to access the Bank. It includes claims based on broken promises or contracts, torts (injuries caused by negligent or intentional conduct) or
other wrongful actions. It also includes statutory, common law and equitable claims. A dispute also includes any disagreement about the meaning of this Arbitration
Agreement, and whether a disagreement is a “dispute” subject to binding arbitration as provided for in this Arbitration Agreement.
Binding arbitration is a means of having an independent third party resolve a dispute without using the court system, judges or juries.
Either Merchant or the Bank may require the submission of a dispute to binding arbitration at any reasonable time notwithstanding that a lawsuit or other proceeding
has been commenced. If either Merchant or the Bank fail to submit to binding arbitration following a lawful demand, the one who fails to so submit bears all costs
and expenses incurred by the other in compelling arbitration. Claims must be brought in an individual capacity and not as a plaintiff or class member in any purported
class or representative proceedings. Neither Merchant nor the Bank shall be entitled to join or consolidate disputes by or against others in any arbitration, or to
include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private
attorney general capacity.
Each arbitration, including the selection of the arbitrator(s) shall be administered by the American Arbitration Association (“AAA”),
according to the Commercial Arbitration Rules (“AAA Rules”). To the extent that there is any variance between the AAA Rules and this Arbitration Agreement, this
Arbitration Agreement shall control. Arbitrator(s) must be members of the state bar where the arbitration is held, with expertise in the substantive laws applicable
to the subject matter of the dispute. Merchant and the Bank each agree that in this relationship: (a) Merchant and the Bank are participating in transactions involving
interstate commerce; and (b) each arbitration is governed by the provisions of the Federal Arbitration Act (Title 9 of the United States Code), and, to the extent any
provision of that Act is inapplicable, unenforceable or invalid, to the laws of the State of Oklahoma. To find out how to initiate an arbitration, Merchant may call
any office of the AAA or visit the AAA website at www.adr.org.
This Arbitration Agreement and the exercise of any of the rights Merchant and the Bank have under this Arbitration Agreement do not stop
Merchant and the Bank from exercising any lawful rights to use other remedies available to preserve, foreclose or obtain possession of real or personal property;
exercise self-help remedies, including setoff and repossession rights; or obtain provisional or ancillary remedies such as injunctive relief, attachment, garnishment
or the appointment of a receiver by a court having jurisdiction.
Miscellaneous. Merchant and the Bank each agree to take all steps and execute all documents necessary for the implementation of arbitration proceedings. The arbitrator
may hear and rule on appropriate dispositive motions as part of the arbitration proceedings, such as motions for judgments on the pleadings, summary judgment or
partial summary judgment. The AAA, the arbitrators, Merchant and the Bank must, to the extent feasible, take any necessary action to assure that an arbitration
proceeding, as described in this Arbitration Agreement, is completed within 180 days of filing the dispute with the AAA. These parties must not disclose the existence,
content or results of the arbitration, except for disclosures of information required in the ordinary course of business or permitted by applicable law or regulation.
This provision shall be liberally construed in order to ensure the enforcement of these Terms and Conditions. All statutes of limitations applicable to any dispute
apply to any arbitration between Merchant and the Bank . This Arbitration Agreement constitutes the entire agreement between Merchant and the Bank and supersedes all
prior arrangements and other communications concerning dispute resolution.
Unless this Agreement requires Merchant to contact us by an exclusive method (such as by mail), Merchant may contact the Bank by any of the following means:
|1321 Burlington St, Suite B
North Kansas City, MO 64116
Information or notices Merchant send us by any of the above methods will be effective when Bank receives them.
This Agreement may be modified by the Bank solely as set forth herein. Merchant may not modify this Agreement except by a writing executed by Merchant and the Bank.
No modification to this Agreement shall arise from any course of dealing between Merchant and the Bank, or any waiver or deviation from this Agreement.
Please Note: Short-term credit alternatives might be less expensive and more suitable and advantageous to Merchant.
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All rights reserved.