PLEASE READ THE FOLLOWING PARTNER TERMS AND CONDITIONS OF REFERRAL CAREFULLY (and all agreements incorporated herein by reference), as it is a legal agreement between you, the referrer of Mynt product(s) (“Product” or “Products”) and Mynt (“Mynt”), (together “Party” or “Parties”)
By referring/signing up as a partner to Mynt , you hereby represent and agree that you have read and agree to these partner terms and conditions (“Standard Terms”) and you have full power and authority to execute this Agreement (as hereinafter defined); The Standard Terms, together with all referrals referred to herein and hereby incorporated by reference, are together defined as the “Agreement”. The Agreement is between Mynt, a dba of POS-X, LLC having its place of business at 1975 Midway Lane STE O, Bellingham, WA 98226 and the partner specified in the Referral (“Partner”, “you”) having its principal place of business at the address specified in the Referral and is effective as of the date Partner successfully submits the Referral to Mynt (“Effective Date”) at www.myntpos.com (the “Site”) or via other acceptable method. No variation of these Standard Terms shall be binding unless agreed in writing between Mynt and Partner. In consideration of the mutual covenants herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Compensation: Mynt will compensate Partner $300 per complete system for each new customer successfully referred to Mynt. A complete system is defined as a terminal with peripherals for which Mynt charges a monthly terminal subscription rate. A Successfully referred is defined as 1) Partner submits a customer referral or order, 2) Mynt receives by ACH any set-up or other charges that are due at the time of the sale, 3) customer activates and uses the Mynt POS services for a minimum of 30 days, and 4) Mynt receives first two (2) monthly ACH payments. If any of these criteria are failed to be met Mynt reserves the right to withhold compensation.
Terms of Payment: Once a referral is successfully completed Mynt will tender agreed upon compensation to Partner via ACH deposit within 30 days.
Marketing and Trademarks: (a) Use of Marks. Partner recognizes Mynt’s ownership and title to its trademarks, trademarks and trade names whether or not registered (collectively “Mynt Marks”). Partner shall not acquire any rights in Mynt Marks nor will it act to impair the rights of Mynt in and to such Mynt Marks. Partner is hereby granted a limited, non-exclusive and revocable at any time permission to reproduce the Mynt Marks associated with the Products that are identified and approved by Mynt, to the extent necessary in carrying out Partner’s Product marketing, advertising, servicing and sales activities authorized hereunder, subject to any directions, guidelines or policies communicated by Mynt to Partner. (b) Marketing Collateral. Mynt may, at its discretion, provide available data, images, photos, and other varieties of information regarding Products and Services that is intended to support marketing and sale of Products (collectively “Information”). Mynt hereby grants Partner a royalty-free, non-exclusive and revocable license to distribute, display and promote the Information solely for the purpose of advertising, promoting and selling the Products on the terms hereof. Mynt may revoke such license at any time if, in the determination of Mynt, Partner’s use, marketing, distribution, display or promotion is detrimental to the Product and/ or the business and affairs of Mynt. Mynt does not warrant that Information will be current or error-free. Partner may not adapt or change any Information without written permission of Mynt.
Limitation: IN NO EVENT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW SHALL MYNT, ITS SHAREHOLDERS, AFFILIATES, CONTRACTORS, SUPPLIERS AND AGENTS AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES (COLLECTIVELY THE “MYNT PARTIES”) BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, IN RESPECT OF LOSS OF PROFIT OR REVENUE, COSTS OF DELAY, LOSS OF TIME OR INCONVENIENCE OR COSTS OF PROCURING SUBSTITUTE PRODUCTS) EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE MYNT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MYNT PARTIES’ TOTAL LIABILITY AND OBLIGATION IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY CONNECTION WITH THIS AGREEMENT, WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS, INJURY, OR LIABILITY OF ANY KIND, REGARDLESS OF THE CAUSE OR FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE) SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED AND SHALL NOT EXCEED THE ACTUAL AMOUNTS PAID BY PARTNER TO MYNT UNDER THE APPLICABLE ORDER IN RESPECT OF THE PRODUCTS SUBJECT TO THE CLAIM. All disclaimers and limitations set forth herein shall apply regardless of the nature of any cause of action or demand (including, but not limited to breach of contract, breach of warranty, negligence, strict liability, tort or any other cause of action) and shall survive a fundamental breach or breaches and/or failure of the essential purpose of this Agreement or any remedy contained herein.
Indemnity: Partner hereby agrees to indemnify and hold harmless the Mynt Parties and their successors and assigns from and against all liabilities, obligations, costs, losses, demands, actions, proceedings, claims, damages and penalties (including, without limitation, all legal costs and costs of enforcement) incurred or suffered by any of the Mynt Parties and arising out of or relating to Partner’s performance or breach of this Agreement or Partner’s purchase, possession, use, operation, re-sale or installation of Products.
Entire Agreement and Amendment: This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, proposals, promises, inducements, representations, conditions, warranties, understandings, purchase or sales orders, negotiations and discussions, whether oral or written, of the parties. Any modification, amendment, supplement or other change to this Agreement must be in writing and signed by duly authorized representatives of the parties. As used herein, the term “Agreement” shall include any such future modifications, amendments, supplements or other changes hereto. No terms or conditions which may be contained in Partner’s referral forms, purchase orders or any other document not agreed to in writing by Mynt shall bind Mynt. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors, heirs and permitted assigns. Mynt reserves the right to change the terms and conditions of this Agreement at any time and without notice and Partner is responsible to review this Agreement each time Partner submits a referral.
Intervening Events: Mynt shall not be liable for delay or failure in performance resulting from acts or events beyond the control of Mynt, including but not limited to, strikes or labor or industrial disturbances, civil disturbances, acts, orders, legislation, regulations or directives of any government or other public authorities, acts of public enemies, riots, sabotage, blockages, embargoes, shortages of labor, materials and suppliers, delays or failures of suppliers, lightning, earthquakes, fire, storms, hurricanes, floods, washouts, explosions and acts of God.
No Assignment: Neither this Agreement nor any right granted hereby is assignable by Partner without Mynt’s prior written consent. Mynt may assign this Agreement at any time without notice to Partner.
Severability / Waiver: Any provision of this Agreement which is unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. No delay or omission by a party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
Governing Law: This Agreement shall be governed by the laws of the State of Washington with jurisdiction in the appropriate state or federal court located in the City of Bellingham, Washington. Both Parties agree to waive all objections and defenses of jurisdiction, improper venue, or inconvenient forum. Both Parties agree to attempt to first resolve all disputes in an informal manner. In the event a solution via informal negotiation does not resolve the dispute, such dispute shall be submitted to a mediator located in Bellingham, Washington to whom is acceptable to both Parties. Neither Party will unreasonably deny working with a mediator of good standing. The parties agree to participate fully and in good faith in the mediation process, and agree not to delay any proceedings without reasonable cause. If after good faith efforts, the dispute cannot be resolved through mediation, it shall be submitted for binding arbitration in Bellingham, Washington under the rules of the Whatcom County Superior Court. Notwithstanding the foregoing, for any suit, action or arbitration proceeding commenced by a Party under this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and costs to be fixed by the court, mediator or arbitrator, including such fees and costs as may be incurred in any appellate or bankruptcy proceedings.
Independent Parties: The parties are acting hereunder as independent contractors and nothing contained herein shall be construed as creating any partnership, joint venture, franchisor-franchisee, or agency relationship between the parties. Neither party shall have any right, power or authority to bind or obligate the other.
Inconsistencies: In the event of any inconsistencies or conflicts between the terms of this Agreement and the terms of any schedules or other documents attached to or relating to this Agreement, the terms of this Agreement will prevail, unless otherwise expressly stated and agreed to in a signed writing by the parties.
Updates: Mynt reserves the right to update the compensation amounts and criteria for a successful referral, as defined on the Compensation section above, by providing Partner notice via Mynt’s choice of email or the standard notice policy defined below.
Notices: Any notice or other communications given under this Agreement, unless specified otherwise, shall be in writing and shall be given by delivery in person or by overnight courier service (with signature required) to the address specified for Mynt above and for Partner on the Referral and shall be effective upon receipt.