TPSO
Third Party Network Organization
Third Party Network Organization Transactions Agreement between Elegant Empire and Participatin Payees
COVERED ENTITIES:
All clients listed on Company master schedule, registered participating payees, and Elegant Empire.
To CLIENTS:
The act of accepting services provided by PARTICIPATING PAYEE/S binds you to the terms of this agreement.
To PARTICIPATING PAYEE/S:
The act of providing services to clients binds you to the terms of this agreement.
To Elegant Empire:
The act of providing Third Party Network Transaction services to clients and participating payees binds you to the terms of this agreement.
THIS BILLING AGREEMENT, (the “Agreement”) is made and renewed each and every time services are rendered to client/s as listed in Company logs, by and between Elegant Empire) and Participating Payee”).
WHEREAS, Elegant Empire is acting as a Third Party Settlement Organization; and collect for services provided by participating payee
WHEREAS, CLIENT seeks to utilize the billing services of Elegant Empire exclusively as part of its services venue pursuant to the terms and subject to the conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties enter into this Third Party Network Transaction Organization Services (“Agreement”).
1. COMMENCEMENT DATE.
Billing Agreement is scheduled to begin and continue so long as services are rendered to client/s as listed in Company provided scheduling and logs.
2. TERM.
This Agreement shall continue for a period of five years after Commencement Date.
3. RENEWAL.
This Agreement shall automatically renew for successive two-year periods unless written notice is given by the canceling party at least ninety (90) days prior to the last day of the term then in effect.
4. SERVICES.
ELEGANT EMPIRE will provide billing services to PARTICIPATING PAYEE for the term of this Agreement in accordance with the Plan Specifications and Costs document attached hereto and made a part hereof as Addendum "A." ELEGANT EMPIRE will retain fees made to the PARTICIPATING PAYEE (a) in a manner consistent with applicable federal, state and local laws and regulations and (b) within the policies and procedures of third party payers that are made known by CLIENT or third parties to ELEGANT EMPIRE. ELEGANT EMPIRE does not provide collection services for PARTICIPATING PAYEE billings and accounts receivable in the event of payment delinquencies by payers.
5. COMPENSATION.
In addition to other amounts specified herein, ELEGANT EMPIRE shall retain an amount equal to (an amount agreed upon between Company and Participating Payee, which may vary from client to client) of PARTICIPATING PAYEE’s billings per service payment by payer (“Base Fee”). The minimum per job fee due to ELEGANT EMPIRE from CLIENT shall be the amount agreed to in writing; or any other amount agreed upon between Company and Participating Payee.
6. ANTICIPATED CHARGES.
CLIENT intends to provide average monthly billings for billing and collection services by Elegant Empire in the amount of $850 dollars.
The anticipated Base Fee, based upon the Anticipated Charges and previous receipts history provided by PARTICIPATING PAYEE to Elegant Empire, is estimated to be $20 - $30 dollars per third party billing service transaction.
7. MARKETPLACE PAYMENT TERMS.
Marketplace payment processing services for Participating Payee on Elegant Empire are provided by PayPal, and, where applicable, may include money transmission services pursuant to licenses held by PayPal. Payment processing services provided by PayPal are subject to the PayPal Terms of Use Policy By agreeing to these terms or continuing to operate as a Participating Payee on Elegant Empire, you agree to be bound by the PayPal Terms of Use Policy, as the same may be modified by PayPal from time to time. As a condition of Elegant Empire enabling payment processing services through PayPal, you agree to provide Elegant Empire accurate and complete information about you and your business, and you authorize Elegant Empire to share with PayPal this information and transaction information related to your use of the payment processing services provided by PayPal.
Elegant Empire serves as a limited payment collection agent of a Participating Payee and is authorized to collect payment from Customer Members (also known as Participating Payor) on behalf of a Participating Payee. Payment made by a Participating Payor to Elegant Empire in connection with Pro Services shall be considered the same as a payment made directly to a Participating Payee. As a Participating Payee, you hereby appoint Elegant Empire as your limited payment collection agent solely for the purpose of accepting payment from Participating Payor in connection with Pro Services. You agree that payment made to Elegant Empire shall be considered the same as a payment made directly to you. You further understand that, as a limited payment collection agent for its Participating Payee , Elegant Empire’s obligation to you, as the Participating Payee, is subject to and conditional upon successful receipt of payment from Participating Payor. In accepting appointment as your limited payment collection agent, Elegant Empire assumes no liability for your acts or omissions in your capacity as the Service Provider.
If any Customer does not make a marketplace payment on time or if Elegant Empire cannot charge a credit card, PayPal or other payment method for any reason, Elegant Empire reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or payments due will be made by electronic mail or by phone. Such communication may be made by Elegant Empire or by anyone on its behalf, including but not limited to a third-party collection agent. If you have a balance due on any Account, you agree that Elegant Empire may charge such unpaid payments to your credit card or otherwise bill you for such unpaid payments.
PARTICIPATING PAYEE shall receive a weekly billing statement from Elegant Empire reflecting amounts which Elegant Empire retained for marketing and administrative fees. Billing statements are sent via email or mail on a weekly basis. Payment is deemed paid as of the date payment is received by PARTICIPATING PAYEE. A payment delinquency of thirty (30) days may, at client's option, result in the suspension without notice of Elegant Empire’s responsibilities hereunto. Elegant Empire shall be solely responsible for any losses or damages associated with such a suspension of services. In addition, PARTICIPATING PAYEE may immediately terminate this Agreement upon the occurrence of a thirty (30) day payment delinquency by Elegant Empire, notwithstanding anything herein to the contrary.
8. CONFIDENTIALITY.
All proprietary information relating to PARTICIPATING PAYEE which is revealed or disclosed to Elegant Empire shall be kept in strict confidence by Elegant Empire, its employees and agents, and shall only be disclosed to third parties as may be required by law or legal process. Elegant Empire shall be permitted to disclose such information as shall be reasonable and necessary to provide collections services to PARTICIPATING PAYEE pursuant to this Agreement.
9. PARTICIPATING PAYEE RESPONSIBILITIES.
All services paid for by PAYORS are to be completed in an accurate and timely manner by PARTICIPATING PAYEE.
PARTICIPATING PAYEE must strictly comply with all industry standards and practices and procedures for the execution of services provided to participating clients through Elegant Empire. PARTICIPATING PAYEE acknowledges that such a strict compliance is a condition precedent to any and all obligations of Elegant Empire.
10. INDEMNITY.
PARTICIPATING PAYEE shall indemnify, defend and hold harmless Elegant Empire, it’s officers, directors, employees, agents, and shareholders against and in respect of any and all claims, settlements, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and reasonable attorney’s fees and disbursements (including, but not limited to any attorney’s fees and disbursements incident to any appeals), that Elegant Empire (it’s owners, officers, directors, employees and agents) may incur or suffer which arise, result from, or relate to either (i) any breach of or failure by PARTICIPATING PAYEE to perform any of its duties and/or responsibilities described in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by PARTICIPATING PAYEE under this Agreement, or (ii) any action (or failure to act) of PARTICIPATING PAYEE, including, without limitation, collection efforts and activities by PARTICIPATING PAYEE or third parties, noncompliance with any local, federal and state statutes, rules and regulations and all private carrier rules and regulations governing health insurance payments. PARTICIPATING PAYEE shall promptly notify company of the existence of any claim, demand or other matter to which PARTICIPATING PAYEE’S indemnification obligations would apply, and shall give Elegant Empire a reasonable opportunity to defend the same at PARTICIPATING PAYEE’S expense and with counsel of Elegant Empire’s selection; provided that Elegant Empire shall at all times also have the right to fully participate in the defense at its expense. If PARTICIPATING PAYEE shall within five (5) days after such notice fail to initiate such a defense, Elegant Empire shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account, and the risk of PARTICIPATING PAYEE. Elegant Empire will indemnify and hold harmless PARTICIPATING PAYEE against any damages or liabilities incurred by PARTICIPATING PAYEE, its employees or contractors arising out of the failure of Elegant Empire’s knowing or willful violation of applicable laws and regulations.
11. EXCLUSIVE RELATIONSHIP.
PARTICIPATING PAYEE grants Elegant Empire the exclusive right to serve as the billing service for all of PARTICIPATING PAYEE’S service billings during the term of this Agreement and each renewal hereof. No other service or in-house billing service shall be used by PARTICIPATING PAYEE, in whole or in part, during the term of this Agreement. Elegant Empire’s reasonable suspicion of a violation of this provision shall entitle Elegant Empire to a full accounting, at PARTICIPATING PAYEE’S expense, by an accountant of Elegant Empire’s choice, of all PARTICIPATING PAYEE’S financial records to determine the amount and source of monies collected by PARTICIPATING PAYEE during the period in question. Elegant Empire shall be entitled to receive any deficiency in payment by PARTICIPATING PAYEE to Elegant Empire revealed by such accounting.
12. TERMINATION.
This Agreement can be terminated at any time on written notice for cause. For purposes of this Agreement, the term “for cause” is defined as a material breach of a term or condition hereof that is not corrected within forty-five (45) days of prior written notice describing the breach in reasonable detail, or the failure of PARTICIPATING PAYEE to pay Elegant Empire within thirty (30) days of the date any payment is due and payable from PARTICIPATING PAYEE to company pursuant to the terms herein.In the event that the cause of a material breach is contested by any party, either party may request the determination for cause to be decided by Arbitration as per section 17 of this Agreement.
This Agreement may also be terminated on written notice in the event that Elegant Empire becomes legally unable to provide services contemplated herein; or PARTICIPATING PAYEE becomes legally unable to provide services, or as otherwise specified herein.
13. TERMINATION.
The parties contemplate and intend to continue this Agreement in effect for a minimum of four years.
14. TERMINATION PROCEDURE.
In the event this Agreement expires or is terminated other than by CLIENT for cause, Elegant Empire will:
a) Except for the forgoing or for such other matters as the parties may agree to in writing, after the effective date of termination, Elegant Empire shall have no further obligations to provide Services to PARTICIPATING PAYEE under this Agreement. PARTICIPATING PAYEE may negotiate with Elegant Empire for additional transitional services.
15. ENTIRE AGREEMENT.
This Agreement sets forth all of the representations, obligations, responsibilities and understandings of the parties. No prior Agreements or representations, either written or oral, shall be binding upon either party unless included in this Agreement. No modification or change hereto shall be valid or binding unless in writing and executed by the parties to this Agreement.
16. WAIVER.
Any failure by either party to enforce any of the provisions of this Agreement shall not constitute a waiver and shall not preclude either party from requiring strict compliance at any future time.
17. LAW; ARBITRATION.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any controversy regarding the interpretation of or services provided pursuant to this Agreement shall be resolved by binding arbitration in the State of California pursuant to the Commercial Rule of the American Arbitration Code. The arbitrator(s) shall be an attorney actively engaged in the practice of law or a retired state or federal court judge. Legal costs are the responsibility of each party. The prevailing party shall not be entitled to recover from the non-prevailing party or parties any legal costs and expenses incurred by the prevailing party in such action, including, but not limited to, reasonable attorney fees, paralegal fees, law clerk fees and other legal costs and expenses.
18. NOTICES.
All notices, requests, demands and other communications here under shall be in writing and personally delivered or sent by United States certified mail, return receipt requested, postage prepaid to the following addresses:
Elegant Empire
1650 E. Gonzales Road, Suite 169
Oxnard, CA 93036
Attn: Gene Ramirez,C.E.O.
If to PARTICIPATING PAYEE: Address of PARTICIPATING PAYEE associated with services rendered as listed in Company logs and schedules.
Any party hereto may, from time to time, give to the other party written notice, in the manner provided herein, of some other address to which communications to such party shall be sent, in which event notices to such party shall be personally delivered or sent by certified mail to such address, return receipt requested. Notice shall be deemed effectively given hereunder when personally delivered or deposited in the United States mail, postage prepaid, certified, return receipt requested, as the case may be.
19. SURVIVAL.
The terms, conditions, obligations and covenants of this Agreement shall survive its execution by the parties hereto and the execution of contracts hereafter entered into between the parties hereto except to the extent that such transactions and contracts may be inconsistent with the Agreement.
20. SEVERABILITY.
The invalidity or unenforceability of any particular provision of this Agreement shall not, to the extent possible, be construed and enforced in all respects as if such invalid or unenforceable provision had not been contained herein.
21. COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument.
22. WAIVER.
No waiver of any breach of any term or condition of this Agreement shall be deemed to be a waiver of any subsequent breach of any term or condition of a like or different nature.
23. CONSTRUCTION.
The fact that one of the parties hereto may have drafted or structured any provision hereof shall not be considered in construing any particular provision either in favor of, or against, such party.
24. THIRD PARTY NETWORK TRANSACTION COMPLIANCE.
Elegant Empire may act as a third-party settlement organization, which is an organization that has the contractual obligation to carry out the settlement of payments to its participating payees that have agreed to accept payment by having the Elegant Empire, third-party settlement organization, transfer funds paid for by clients for participating payee’s services, through its third-party network to the account of the participating payee.
25. IRS Form 1099 –K
There is a “de minimis” exception from reporting IRS Form 1099 –K for a third party settlement organization with respect to third party network transactions. If payments to a participating payee exceed $20,000 and exceed 200 transactions within the calendar year, Elegant Empire will file IRS Form 1099 –K for that participating payee.
Third Party Network Transaction Organization Service Agreement
Addendum "A."
THIS Third Party Network Transaction Services Agreement
This Third Party Network Transaction Services Agreement, effective as long as services are accepted by client and provided by participating payee, is in effect by and between Elegant Empire, a California corporation (the “Business Associate”) and registered Participating Payees and Clients, (the “Covered Entity”) (each a “Party” and collectively the “Parties”).
1. SERVICES.
Business Associate provides Third Party Network Transaction Services for the Covered Entity (“Services”).
2. COMPENSATION.
In addition to other amounts specified herein, ELEGANT EMPIRE shall retain an amount equal to (an amount agreed upon between Company and Participating Payee, which may vary from client to client) of PARTICIPATING PAYEE’s billings per service payment by payer (“Base Fee”). The minimum per job fee due to ELEGANT EMPIRE from CLIENT shall be $20; or any other amount agreed upon between Company and Participating Payee.
3. PERMITTED USES AND DISCLOSURES
INFORMATION BY THE BUSINESS ASSOCIATE.
Unless otherwise specified herein and provided that such uses or disclosures are permitted under state and federal confidentiality laws, the Business Associate may:
4. TERM AND TERMINATION
This Agreement shall become effective on the Effective Date and shall continue unless and until either Party provides ninety (90) days’ written notice of its intention to terminate the Agreement to the other, or the Agreement is otherwise terminated here under. If the Covered Entity makes the determination that the Company has breached a material term of this Agreement, then at the sole discretion of the Covered Entity, it may either terminate this Agreement immediately upon written notice to the Business Associate or provide the Company with written notice of the material breach and allow the Business Associate fifteen (15) days to cure such breach upon mutually agreeable terms; provided, however, that if an agreement regarding a satisfactory cure is not achieved within the fifteen (15) days, the Covered Entity may immediately terminate this Agreement upon written notice to the Company .
This Agreement will automatically terminate without further notice if the Company no longer provides Services for the Covered Entity.
Upon termination of this Agreement for any reason, the Company shall:
Email: service@elegantempire.net
If to Covered Entity, to:
Each Party named above may change its address, fax number and/or the name of its representative by providing notice thereof in the manner provided above.
5. California Law
This Agreement shall be construed according to the laws of the state of California applicable to contracts formed and wholly performed within that state. The Parties further agree that should a cause of action arise under any federal law, the suit shall be brought in the federal district court where the Covered Entity is located.
FURTHERMORE, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES EXCEPT AS PROVIDED BY SECTION 7 "INDEMNIFICATION" OF THIS CONTRACT.