services such as expanding the web site and shopping cart will
be quoted separately upon request.
The terms of this
agreement shall be entered into until cancelled by Merchant via written request
unless terminated by XtraPlan, Inc. There is no contract, commitment, or
cancelation penalty and Merchant may terminate this Agreement at any time. Merchant
will receive a full refund of any monies collected if they terminate the
agreement within the first 30 days.
may terminate this Agreement immediately in the event Merchant becomes
insolvent or files for bankruptcy, has an involuntary bankruptcy filed against
it, or is deemed in violation of any of the provisions herein. Other conditions
warranting early termination include but are not limited to improper or
irregular processing of transactions
Merchant will be
billed $70.00 to start the WebXL Program and will then be automatically billed
$70.00 bi-annually for a mandatory security fee until cancelation.
30 days after the
initial $70.00 security fee, XtraPlan, Inc. will start to bill $49.95 on a
monthly basis for monthly maintenance paid automatically until cancelation.
Upon thirty (30)
days prior written notice, XtraPlan, Inc. may change or modify the terms and
conditions set forth herein and such changes shall become effective unless
XtraPlan, Inc. or Merchant objects. In event Merchant objects, either party
shall have the right to terminate this agreement.
shall be governed by and construed in accordance by the laws of the State of
Florida. In the event of any dispute between the state of Florida, or in the
event of a dispute between the parties, the parties agree that the appropriate
venue shall be the Circuit Court of Broward County, Florida or the US District
Court for Southern Florida. The prevailing party shall be entitled to recover
from the non-prevailing party all costs and expenses including attorneys fees
throughout and including any appeal. XtraPlan, Inc. and Merchant agree to
comply with all federal, state, and local laws.
Neither party shall
be liable for its failure to perform under this Agreement if such failure
arises out of causes beyond the reasonable control and without the fault or
negligence of such party. Such causes may include, but are not limited
to, acts of God, fire, wars or strikes.
Each party shall
consider all information furnished to be confidential, and shall not disclose
any such information to any third party except where required by law.
to provide eMerchantPay Corp., XtraPlan, Inc.’s credit card processor (merchant
services), with all data reasonably requested. This includes but is not limited
to, merchant identification numbers, physical store addresses and contact name.
Merchant agrees to notify XtraPlan, Inc. of any changes that may interfere with
the processing within ten (10) days.
allow XtraPlan, Inc. to use the Merchant´s trade names, trademarks, and logos
for the purpose of promoting the Merchant in the Program. Merchant will
provide XtraPlan, Inc. with marketing literature to promote the programs.
Merchant shall, defend, indemnify, and hold
harmless XtraPlan, Inc. and its officers, owners, and employees from any claim,
loss, or cause of action of any nature whether arising out of tort, contract,
common law, or statute arising out of or relating to any member transaction
with Merchant. In no event shall either party be liable to the other, for
lost profits, punitive, exemplary, indirect or consequential damages
XtraPlan, Inc. MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH
REGARD TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT. XtraPlan, Inc.
EXPRESSLY DISCLAIMS ALL WARRANTIES OF AND OF FITNESS FOR A PARTICULAR PURPOSE.
XtraPlan, Inc. DOES NOT WARRANT THAT THE SOFTWARE OR HARDWARE USED IN THE
PROGRAM WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. REVISED