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Loan amounts from $10,000 - $2,000,000 Same day pre-approval Receive funding in as little as two days Loan terms of 5-8 months How it Works Submit one-page signed application Submit last 6-months of business bank statements Receive pre-approval within 12 hours Provide documentation Receive funding in as little as one day Where We Lend Loan Qualifications CapBack is a merchant cash advance lender that provides financing programs businesses that perform well but cannot show it with financial statements, business owners with bad credit history and other newer businesses. With our common sense evaluation process, we approve a large percentage of our applications and are able to secure significantly more capital for our clients. It only takes a few seconds to apply and less than a day to receive an approval. Minimum 6 months in business No restricted industries We will go behind competitors’ UCCs Tax liens (with payment plans) OK NSFs OK www.capback.com | 160 Broadway, 14th Floor New York, NY Required Documents One-page signed application 6 months of business bank statements, and if available, business tax return 1 2 3 4 5 Send submissions to: [email protected] And cc: [email protected] Or call: (646)701-5724

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Page 1: ISO PACKET MASTER COPY

Loan amounts from $10,000 -

$2,000,000

Same day pre-approval

Receive funding in as little as two days

Loan terms of 5-8 months

How it Works

Submit one-page signed application

Submit last 6-months of business

bank statements

Receive pre-approval within 12 hours

Provide documentation

Receive funding in as little as one

day

Where We Lend Loan

Term

s

Qualifications

CapBack is a merchant cash advance lender that provides financing programs businesses that

perform well but cannot show it with financial statements, business owners with bad credit history and

other newer businesses. With our common sense evaluation process, we approve a large percentage

of our applications and are able to secure significantly more capital for our clients. It only takes a few

seconds to apply and less than a day to receive an approval.

Minimum 6 months in business

No restricted industries

We will go behind competitors’ UCCs

Tax liens (with payment plans) OK

NSFs OK

www.capback.com | 160 Broadway, 14th Floor New York, NY

Required Documents

One-page signed application

6 months of business bank statements,

and if available, business tax return

1

2

3

4

5

Send submissions to:[email protected]

And cc: [email protected] call: (646)701-5724

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Page 2: ISO PACKET MASTER COPY

Program* UCC Position Bankruptcy NSFs Allowed Middle

Credit Score

Years in

Business

Base Money

Factor Rate

Max

Upsell

Gold

Subordinate

UCC position

OK

Subject to

review

NSFs OK

(Subject to

Review)

> 650

*No derogatory

accounts or judgments

in the last two years

Greater than

1 years in

business

1.27 12 points

Silver Subordinate

UCC position

OK

Subject to

review

NSFs OK

(Subject to

Review)

> 600

*No derogatory

accounts or judgments

in the last six months

Greater than

1 year in

business

1.30 12 points

Bronze Subordinate

UCC position

OK

Subject to

review

NSFs OK (Subject to

review)

> 500

*No derogatory

accounts or judgments

in the last six months

Greater than

6 months in

business

1.33 12 points

Program Base Money

Factor Rate

Max

Upsell

Gold 1.26 12 points

Silver 1.29 12 points

Bronze 1.32 12 points

Program Base Money

Factor Rate

Max

Upsell

Gold 1.28 12 points

Silver 1.31 12 points

OUR PROGRAMS

6 Month Term

5 Month Term 7 Month Term

Send submissions to:[email protected] cc: [email protected] call: (646)701-5724

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Page 3: ISO PACKET MASTER COPY

Pre-qualification Form (Version 11/2013)

Merchant Pre-Qualification Form

Business Legal Name: Business DBA Name:

Type of Business Entity (Check One):

Corporation LLC Partnership Ltd. Partnership LLP Sole Proprietor

Primary Business Structure: (Check All That Apply):

Home-Based Business Franchise E-Commerce None of the Above

Does the Merchant have any open MCA or loan accounts? (Check one):

Yes No

Industry Type: (Describe) Current Credit Card Processor:

State of Incorporation:

Use of Proceeds:

Business start date under current Ownership:

Merchant Email Address:

Physical Street Address: City: State: Zip Code: Physical Location Phone #:

Billing Street Address (If different than above): City: State: Zip Code: Billing Location Phone #:

Preferred Contact Phone #: Business Location(s): Rented Mortgaged

Monthly

Payment:

Avg. Monthly Credit Card Volume:

Avg. Transaction Amount: Gross Annual Sales (from previous year’s Tax return):

List the Total Business Bank Deposits and # of Days with a Negative Balance

Last Month: -Total Bus. Bank Deposits:

$_____________________

# of Days with a Negative

Balance: ______________

Two Months Ago: Total Bus. Bank Deposits:

$______________________

# of Days with a Negative

Balance: ______________

Three Months Ago: Total Bus. Bank Deposits:

$______________________ # of Days with a Negative

Balance: ______________

Four Months Ago: Total Bus. Bank Deposits:

$_____________________

# of Days with a Negative

Balance:______________

List the Total VISA/MasterCard volumes:

Last Month:

$ ________ # Tickets:____

Two Months Ago:

$ ________ # Tickets:____

Three Months Ago:

$ ________ # Tickets:____

Four Months Ago:

$ ________ # Tickets:____

Owner/Officer Primary Contact Job Title:

First Name: Last Name: SS#: Date of Birth: Home Phone:

Street Address: City: State: Zip Code:

AUTHORIZATIONS By signing below, each of the above listed business and business owner/officer (individually and collectively, “you”) authorize Cap Back (“CB”) and each of its representatives, successors, assigns and designees (“Recipients”) that may be involved with or acquire commercial loans having daily repayment features or purchases of future receivables including Merchant Cash Advance transactions, including without limitation the application therefor (collectively, “Transactions”) to obtain consumer or personal, business and investigative reports and other information about you, including credit card processor statements and bank statements, from one or more consumer reporting agencies, such as TransUnion, Experian and Equifax, and from other credit bureaus, banks, creditors and other third parties. You also authorize CB to transmit this application form, along with any of the foregoing information obtained in connection with this application, to any or all of the Recipients for the foregoing purposes. You also consent to the release, by any creditor or financial institution, of any information relating to any of you, to CB and to each of the Recipients, on its own behalf.”

Owner / Officer’s Signature: X

Owner / Officer’s Name: (Print) Date:

Federal Tax ID:

Cap Back 160 Broadway 14th Floor New York, NY 10038Ph: 888-897-8780 Fx: 646-701-5674www.capback.com

Cap Back #10233

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Merchant Cell Phone#: _____________ Merchant Fax#: ____________ Merchant Web Address: ________________________________
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Landlord Name: _________________________________________ Landlord Contact#: ________________________________________ Is Your Business Seasonal? Yes No If yes, what are the peak months? _________________ Any Judgements/Liens Yes No Any Open Bankruptcies? Yes No Second owner name and % of ownership: __________________________________ / _____ % Business Trade Reference #1: _______________________________________________ Phone #: __________________________________ Business Trade Reference #2: _______________________________________________ Phone #: __________________________________ Business Trade Reference #3: _______________________________________________ Phone #: __________________________________
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Capbacking, LLC - Working Capital Sales Agent Agreement

This Sales Agent Agreement (the “Agreement”) is made and effective as of by and between CAPBACKING, LLC, a NEW YORK limited liability company, with offices at 160 BROADWAY 14TH FL NEW YORK, NY 10038 and ; a , with offices at (“Agent”).

WHEREAS, Capbacking LLC provides working capital to merchants (“Merchants”) against the future receivables including cash receipts, credit card and/or debit card processing receipts (“Receipts”) of the Merchants (“Program”);

WHEREAS the Program permits Merchants to sell their Receipts at a discount (“Preprocessing Receipts”);

WHEREAS, Agent wishes to promote the Program, assist with its implementation and refer potential Merchants to Capbacking LLC that may wish to participate in the Program, all subject to the terms hereof.

WHEREAS, Agent hereby accepts the appointment by Capbacking LLC as the authorized Sales Agent of Capbacking LLC subject to the terms and conditions hereof.

NOW, THEREFORE this Agreement witnessed that in consideration of the mutual covenants by each of the parties hereto, the parties agree as follows:

Agent Obligations. Agent will market and promote the Program and assist potential Merchants interested in participating in the Program in completing and submitting to Capbacking LLC an application, in a form acceptable to Capbacking LLC. Each Merchant whom Agent assists in completing and submitting an application for the Program to Capbacking LLC shall: (i) comply in full with the requirements set forth in the rules and policies of Capbacking LLC, which are subject to amendment from time to time. Capbacking LLC will evaluate and, in its sole discretion, accept or deny such applications. Agent shall not be the only or exclusive sales agent of the Program for Capbacking LLC may, at its sole discretion retain the services of other sales Agents.

1. Agent Compensation. In consideration for the services rendered by the Agent hereunder, Capbacking LLC agrees to pay Agent in accordance with the Agent Compensation Schedule, attached as Schedule A hereto (the “Compensation”). Compensation shall be paid with respect to each Merchant location referred to Capbacking LLC by Agent only, and which Merchant has entered into a Working Capital Merchant Agreement in a form prescribed by Capbacking LLC (“Merchant Agreement”) as a direct result of the referral by Agent. Payment as prescribed by Schedule A attached, shall be due ten (10) business days following Capbacking LLC receipt of written acknowledgement of the Merchant’s receipt of its Preprocessing Receipts. If a Merchant is referred to Capbacking LLC by Agent, but does not execute a Merchant Agreement within sixty (60) days of such referral, then the Agent forfeits its rights to Commissions with respect to that Merchant. If a Merchant ceases procuring services from a Capbacking LLC -designated credit card processor, Ongoing Compensation to Agent, as defined in Schedule A, Capbacking LLC shall terminate with respect to that Merchant. In the event that a Merchant terminates or is in default of its obligations under a Merchant Agreement, no Ongoing Compensation shall be paid with respect to said Merchant.

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2. Merchant Application and Agreement. Only such marketing and promotional material

that has been produced or approved by Capbacking LLC in advance in writing may be presented by Agent to a prospective Merchant. Said marketing and promotional materials must include a Merchant Application, in a form prescribed by Capbacking LLC, and subject to revision and/ or amendment from time to time and a Merchant Agreement.

a. Trade names and Trademarks. The use of Capbacking LLC marks, trade name

and logo may be used by Agent in conjunction w i th t he appro ved marketing and promotional material only. Agent acknowledges and agrees that (a) the marks are owned by Capbacking LLC; (b) it will do nothing inconsistent with such ownership; (c) all use of the Capbacking LLC marks by Agent will Inure to the benefit of and be on behalf of Capbacking LLC; (d) that nothing in this grant gives Agent any right, title or interest in Capbacking LLC marks in accordance herewith; and (e) further Agrees to use the Capbacking LLC marks only in the form and manner prescribed from time to time by Capbacking LLC and not to use any other trademark or service mark in combination with any Capbacking LLC marks other than Agent’s company name without the prior written consent of Capbacking LLC.

i. Agent agrees, at its own expense, to defend, indemnify and hold Capbacking LLC harmless from and against any and all claims, suits, actions, proceedings, judgments, damages, liabilities, costs and expenses including reasonable attorneys’ fees arising either from the use of the Capbacking LLC marks by Agent or any third party authorized by Agent, other than a claim based on an assertion by a third party either that Capbacking LLC does not own the marks or does not have the authorization provided herein.

ii. Upon termination of this Agreement, any permission or right to use Marks

granted hereunder will cease to exist and Agent will immediately cease any use of such marks and immediately cease referring to itself as an Agent for Capbacking LLC.

b. Authority of Agent. Under no circumstances shall Agent have any right, in the course of carrying out its obligations hereunder, to offer or present any material (printed, electronic or otherwise) with any Capbacking LLC mark to any prospective Merchant, actual Merchant or any other third party that has not been supplied by Capbacking LLC or approved in advance in writing by Capbacking LLC. Only Capbacking LLC is authorized to accept, ratify or finalize any Merchant Agreement and include a Merchant in the Program. Capbacking LLC may, at its sole and absolute discretion decline to accept any Merchant to the Program for any reason whatsoever. Under no circumstances shall Agent hold out that it has any right to accept or decline a Merchant application for a Merchant Agreement nor shall it hold out or represent to any third party that it has the right to: (a) accept any Merchant Agreement or modify said Merchant Agreement in any way; (b) accept a Merchant into the Program; or (c) bind Capbacking LLC legally or otherwise. No Agreement made by or through Agent or its affiliates shall be legally or otherwise binding on Capbacking LLC until accepted in writing by a duly authorized officer of Capbacking LLC. Agent shall be solely responsible for any and all expenses incurred by Agent in performance of services hereunder including, but not limited to, expenses related to any Agent employees or consultants. Agent Acknowledges and agree that Capbacking LLC may, at its sole discretion amend the terms of the Program, including, without limitation the pricing thereof and the amounts of Compensation payable hereunder without prior notice to or consent from Agent.

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3. Agent Identification. In the course of carrying out its obligations hereunder, Agent

shall clearly identify itself with its own corporate name, while also clearly disclosing to all third parties that it is an authorized Agent of Capbacking LLC for the promotion of the Program. Agent agrees that its actions and the actions of its shareholders, Affiliates (as defined below), directors officers, employees, independent contractors, representatives, agents, principals and associates under or in connection with this Agreement (collectively “Agent Parties”) shall be governed, controlled and directed by, and shall be in full compliance with the terms hereof and shall at all times and in respect of all parties and third parties be construed as an action taken by Agent subject to the terms hereof. Agent acknowledges and agrees that Capbacking LLC shall not be liable in any manner for any liability of Agent to any third party for any reason and as set forth in the indemnification paragraph below. Agent shall be responsible to ensure that all Agent Parties are adequately trained to perform hereunder and conform to all of the provisions hereof. Agent covenants that Agent Parties shall abide by the obligations of the Agent as prescribed by Schedule A hereto.

4. Representations and Warranties. Agent represents and warrants to and for the benefit of

Capbacking LLC that as of the date hereof and during the term hereof:

a. Agent is a corporation or limited liability company organized, validly existing and in good standing under the laws of the State where its principal office is located;

b. Agent has full authority and corporate power to enter into this Agreement and to perform its obligations under this Agreement;

c. Agent shall not sell, purchase, provide or exchange credit card, debit card or bank account numbers or Merchant information, or any information collected or received hereunder, to any third party without the prior written consent of Capbacking LLC;

d. Agent’s performance under this Agreement will not violate any applicable law or regulation or any agreement to which Agent may now be bound;

e. this Agreement represents a valid obligation of Agent and is fully enforceable against it;

f. neither Agent, nor Agent Parties are a party to any pending litigation that would have an impact on this Agreement and have never been fined or penalized by Visa, MasterCard, NACHA or any other association in the credit, payments or banking industry; and

g. Neither Agent nor any Agent Parties are on the Member Alert to Control High-Risk merchants list of MasterCard or any other similar list.

Agent covenants that during the term hereof, and so long as it is bound by the noninterference provisions hereof it shall:

a. not act in such a way as to cause any direct or indirect damage to the business or name of Capbacking LLC or any of its affiliates;

b. comply with any and all policies and guidelines established by Capbacking LLC;

c. where appropriate, inform potential Merchants that they are required to change credit card processors in order to participate in the Program;

d. accurately describe the Program;

e. immediately inform Capbacking LLC of any changes in the address, ownership of business or operations of itself or of any Merchant;

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f. deliver to Capbacking LLC all documents required to form a complete Merchant Application, including, without limitation: Merchant Agreement, Application Form, voided Merchant check, Merchant statements, and any other documents required according to Capbacking LLC guidelines, such as they may be amended from time to time;

g. not use any promotional material for the Program not supplied by Capbacking LLC that bears the Capbacking LLC name and/or logo without prior written consent from Capbacking LLC;

h. understand and agree that this Agreement may be immediately terminated for cause by Capbacking LLC upon breach of any obligation, covenant, representation or warranty set forth in this Agreement, or if determined by Capbacking LLC that Agent is causing a negative effect on the Program, Capbacking LLC or its affiliates;

i. not cause or solicit a Merchant to terminate or alter its credit card processing to another bank or processor, which has no contractual affiliation with Capbacking LLC or any of its affiliates; and

j. not offer any other working capital product to a Merchant after it has been funded

by Capbacking LLC or its affiliates.

5. Term and Termination. The term of this Agreement shall begin on the date appearing on the first page hereof and will continue for an initial term of one (1) year. After such initial term, this Agreement shall automatically renew for successive one (1) year terms unless terminated by either party upon thirty (30) days written notice prior to the end of the then current term. This Agreement may be terminated immediately by Capbacking LLC upon breach by Agent of any of its obligations herein or if, as determined by Capbacking LLC , Agent or any of Agent Parties causes a detrimental effect to the Program, Capbacking LLC or any of its affiliates, other programs, officers, employees or Merchants. Capbacking LLC shall have the absolute right to assign this Agreement to any of its affiliates which assignment will in no way constitute a termination.

6. Non-Interference. During the term of this Agreement and for a period of two (2)

years thereafter, or after Agent stops receiving Compensation hereunder, whichever occurs later, Agent and Agent Parties may not themselves and may not permit any respective subsidiary, Affiliate or successor in interest of Agent and Agent Parties or any of their respective shareholders, directors, officers, employees, agents or nominees,: (i) to interfere, in any manner whatsoever, either directly or indirectly by any arrangement whatsoever, with Capbacking LLC contractual relationship with any of its Merchants or clients; (ii) to cause or attempt to cause any Merchant or other Capbacking LLC clients to terminate its relationship with Capbacking LLC or utilize the services of any entity other than Capbacking LLC (iii) Not knowingly submit a deal that Agent knows Merchant is misrepresenting information on the application and/or during the underwriting process.

For the purposes of this Agreement the term “Affiliate” or “affiliate” shall mean, with respect to a specified party, (i) any party that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified party and (ii) any party that is an officer, director, trustee, member or general partner of, or serves in a similar capacity with respect to, the specified party, or of which the specified party is an officer, director, trustee, member or general partner, or with respect to which the specified party serves in a similar capacity or (iii) any party who is a spouse, parent, sibling or lineal descendant of such party or any party described in clauses (i) or (ii), provided that for purposes of this clause (iii) of the definition of “Affiliate” shall only extend to include any party who is a spouse or a dependent child of such party or any party described in clauses (i) or (ii) and (iv) any party whether it is an individual or corporate entity that Agent has a relationship whereby they receive financial compensation from said entity.

In the event Agent is in breach of “Non-Interference” as per this Agreement, Capbacking LLC shall also have the right to terminate all Ongoing Compensation due to Agent including, but not limited to credit card processing residuals due Agent

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by any affiliated company of Capbacking LLC

7. Remedies. Without limiting the foregoing, in the event of a breach of Section 1, 3, 4, 6 of this Agreement by Agent or any Agent Party, Capbacking LLC sha l l be entitled to terminate this Agreement for cause. Additionally, Capbacking LLC shall be entitled to apply to a court of competent jurisdiction for an injunction to restrain such breach, without the need for bond. In an instance where Capbacking LLC is entitled to terminate this Agreement with cause, Agent waives all claims for any expected commissions or profits in connection with this Agreement. Any remedies hereunder shall be in addition to any other remedies available to Capbacking LLC in law or in equity subject to the provisions in this Agreement.

8. Assignment; Successors; Amendments. Agent may not assign any right or obligation

under this agreement to any third party without prior written consent of Blue Gates Financial may assign its rights and obligations hereunder with notice to the Agent. This Agreement shall inure to the successors and permitted assigns of the parties hereto. With the exception of amendments to the Program and Compensation which may be made at the discretion of Capbacking LLC, this Agreement may be amended only by a written agreement executed by both parties hereto. Agent shall obtain consent from Capbacking LLC prior to any transfer of all or substantially all its assets or shares, failing which Capbacking LLC may terminate this Agreement and the rights of Agent hereunder.

9. Confidential Information. For the purposes of this Agreement, “Confidential Information” means information disclosed by one party (“Owner”) to the other party (“Recipient”) which relates to the subject matter of this Agreement. Confidential Information includes but is not limited to all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers., customer lists, card member account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the Owner (or other third party), and the Recipient shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. During the term of this Agreement, Recipient may use the Confidential Information of Owner for the purpose of this Agreement only. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, Recipient may not disclose the Confidential Information of the Owner to any third party without the prior written consent of the Owner, and the duty of confidentiality created by this section shall survive any termination of the Agreement.

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Information shall not be considered Confidential Information to the extent, that such information is: (i) already known to the Recipient free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) publicly available through no wrongful act of the Recipient; (iv) independently developed by the Recipient without reference to any Confidential Information of the other; or (v) required to be disclosed by law. Notwithstanding any provision herein to the contrary, all information concerning Merchants, Merchant Agreements, prospective Merchants or other clients of Capbacking LLC, including without limitation pricing in relation thereto, shall at all times be the sole and exclusive Confidential Information of Capbacking LLC as well as the property of Capbacking LLC regardless of whether such information has been communicated to or by Capbacking LLC or not.

10. Notices. Unless otherwise specified herein, any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered personally or sent by domestic recognized overnight courier, registered or certified mail (postage prepaid with return receipt requested) to the address of Capbacking LLC or Agent set forth below. Such notices or other communications shall be deemed received (i) on the date delivered, if delivered personally, (ii) on the business day after being sent by an internationally recognized overnight air courier or (iii) five days after being sent, if sent by first class registered mail, return receipt requested.

If to Agent:

If to Capbacking LLC: 160 Broadway 14th FL New York, NY 10038

11. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York whose courts shall have sole jurisdiction over disputes arising hereunder. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees on any appeal.

12. Whole Agreement. This Agreement, including all schedules, exhibits and attachments

thereto, sets forth the entire agreement and understanding of the parties hereto with respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, shall be effective unless agreed to in writing by both parties. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

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13. Relationship of Parties. Agent is an independent contractor hereunder and the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between Agent and Capbacking LLC intends no contract of employment, express or implied, with either Agent or any Agent Par ty; ne i ther Agent nor any Agent Party shall make any representations to the contrary. Neither Agent nor any Agent Party has obtained any right to employment or compensation as an employee or any other benefits of an employee by way of this Agreement. Agent agrees that it shall be solely responsible for the purchase and maintenance of employment or workers compensation insurance coverage and all taxes related to its employees, and that Capbacking LLC shall have no responsibility for any such liabilities.

14. Limitation of Liability. Capbacking LLC liability to Agent hereunder is limited to its obligation to pay commissions as described herein. Capbacking LLC will not be liable for any indirect, special, incidental, or consequential loss or damage of any kind, including but not limited to lost profits or lost revenue (whether or not such party was advised of the possibility of such loss or damage) or punitive damages, by reason of any act or omission in its performance under this Agreement. This liability clause is required to protect Capbacking LLC reputation and trademark. Under no circumstances shall the aggregate liability of Capbacking LLC hereunder exceed the amount of Compensation actually paid to the Agent during the six (6) month period prior to the event that gives rise to liability.

15. Indemnification. Agent shall indemnify and hold harmless Capbacking LLC, its affiliates, employees officers and directors from and against any and all claims, actions, suits, proceedings, judgments, damages, liabilities, costs and expenses, including reasonable attorneys’ fees arising directly or indirectly from breach of this Agreement, negligent acts or omissions, or willful misconduct of Agent including its personnel and affiliates. Capbacking LLC s h a l l give Agent prompt notice of any matter for which it has an indemnification obligation. As between the parties, Capbacking LLC will control the defense of such action and settlement negotiations.

16. Severability. If any provision hereof is for any reason determined to be invalid, such provision shall be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed, and such invalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. By signing below, Agent agrees this Agreement and the Agent Compensation Schedule attached at Schedule A hereto:

Signature (Agent for Capbacking LLC)

Print Name: Title: Date:

Print Name: Title: Date:

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Schedule A Agent Compensation

The present Agent Compensation Schedule sets out the terms of payment of Compensat ion under the Capbacking LLC Sales Agent Agreement (the “Agreement”). In the event of any discrepancy between the terms of this Schedule and the Agreement, the Agreement sha l l preva i l . Agent shall be paid Compensation in one f o r m : a O n e -Time L u m p S u m C o m p e n s a t i o n , a s specified below. Compensation is subject to change when changes are made by Capbacking LLC to the Program.

Agent shall be paid its One-Time Lump Sum Compensation in respect of a Merchant within seven

(7) Business days following receipt by the Merchant of its Preprocessing Receipts.

Agent shall be not being paid any form of residual commission from the cash advance program or any accounts in which Capbacking LLC and/or its affiliate partners takes over the credit card processing.

The amount of Compensation shall be as stated above, depending on the specifications of the Program. In the event Agent sells the product at a lower rate than as presented by Capbacking LLC, One-Time Lump Sum Compensation will be reduced proportionately to equal the reduction. Furthermore, should Merchant default within 30 days from the date of funding Agent shall reimburse Capbacking LLC the full compensation received within 10 business days following Capbacking LLC request.

Company and Agent from time to time may agree on additional Programs/commissions associated with them.

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