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Terms & Conditions

AUSTIN BUSINESS FINANCE (DBA: GETBACKD) (“ABF”), BROKER AGREEMENT

WHEREAS, ABF purchases future accounts receivable, including credit card, debit card, bank card, and/or other charge card (collectively, “Credit Card”) receipts (“Receipts”) from various vendors (“Vendors”), for an amount agreed to by ABF and the Vendors (“Program”);

WHEREAS, the Program permits Vendors to sell an agreed upon portion of their future Receipts;

WHEREAS, ABF has established a substantial client base of Vendors, which it intends to expand;

WHEREAS, Broker wishes to promote the Program, and refer potential Vendors to ABF that may wish to participate in the Program, all subject to the terms hereof;

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

  1. Broker Obligations. Broker will introduce ABF to prospective Vendors (“Referral”) via telephone or email, and, if requested by ABF, set up a meeting between a Referral and ABF. Broker shall present to each Referral only such marketing and promotional material that has been provided by ABF, or approved by ABF in advance, in writing. Only ABF, in its sole discretion, may accept or decline any Vendor or Referral to the Program for any reason whatsoever; under no circumstances may Broker represent or hold out that it has any right or authority to (a) accept or decline a Referral or Vendor to the Program; (b) modify the Program in any way; (c) modify a Vendor Agreement in any way; and/or (d) bind ABF legally or otherwise in any way. Broker shall be responsible to ensure that all Broker employees, actors, agents, representative or other affiliate (“Broker Affiliate”) are adequately trained to perform hereunder, and conform to all provisions of this Agreement.

  2. ABF Obligations. ABF will evaluate, and, at its sole and absolute discretion, determine whether and on what pricing terms it will enter into an agreement with Referrals (“Vendor Agreement”) introduced to ABF by Broker. ABF will compensate Broker in accordance with Paragraph 3, below. ABF may, in its sole and absolute discretion, retain the services of other brokers.

  3. Broker Compensation. In consideration for the services rendered by Broker hereunder, ABF agrees to compensate Broker in one lump sum, in accordance with the standard Broker Compensation Schedule, provided all of the following has occurred: (a) Broker introduces a Referral to ABF as described in Paragraph 1, above; (b) ABF enters into a Vendor Agreement with said Referral as a direct result of Broker’s introduction; (c) said Vendor Agreement is executed during the term of the Agreement, or within ninety (90) days of termination, unless Broker’s breach of the Agreement resulted in the termination; and (d) the Vendor Agreement is fully executed and the purchase price for the purchased amount of the Vendor’s receivables is paid by ABF to Vendor, Vendor is still processing with one of ABF’s approved processors, and is forwarding to ABF all amounts due under the Vendor Agreement. Broker acknowledges and agrees that ABF may, at its sole discretion, amend the terms of the Program, including, without limitation, the pricing thereof, without prior notice or consent from Broker.

  4. Relationship Between the ParIes. The Broker shall operate as an independent contractor, and shall not act as or be an agent, employee, partner, or joint venture of ABF. The Broker shall in no way have authority to bind or to obligate ABF legally or otherwise in any way.

  5. Representation and Warranties. Each party hereto represents and warrants to and for the benefit of the other party that as of the date hereof, and during the term hereof:

    1. It is an individual, or else an entity organized, validly existing, and in good standing under the laws of the State where its principal office is located and/or where it is authorized to do business;
    2. It has full authority and corporate power to enter into this Agreement, and to perform its obligations under this Agreement;
    3. It’s performance of this Agreement will not violate any applicable law or regulation or any agreement to which it may now be bound;
    4. This Agreement represents its valid obligation, and is fully enforceable against it;
    5. It is not a party to any pending litigation that would have an impact on this Agreement, and has never been fined or penalized by Visa, MasterCard, NACHA, or any other association in the credit, payments, or banking industry; and
    6. It is not on the Member Alert to Control High-Risk merchants list of MasterCard or any other similar list.

    Broker covenants, warrants, and represents that during the term hereof, and so long as Broker is bound by the non-interference provision in Paragraph 7, below, it shall:

    1. Accurately describe the Program in all communications with Referrals, Vendors, or other parties or persons;
    2. Immediately inform ABF of any changes that become known to Broker in the address, ownership, business, or operation of itself, or of any Referral or Vendor;
    3. Not use any promotional material for the Program without the prior written consent from ABF, including, without limitation, any logo, trademark, or mark of any kind of ABF, or of any of its affiliates;
    4. Remain cognizant and in agreement that this Agreement may be terminated immediately by ABF upon breach of any obligation, covenant, representation or warranty set forth in this Agreement, or if determined by ABF, in its sole discretion, that Broker is causing a negative effect on the Program, ABF, or its affiliates;
    5. Not willfully cause or solicit a Vendor to terminate or alter its credit card processing to another bank or processor, which has no contractual affiliation with ABF or any of its affiliates, or in any way willfully interfere with a Vendor Agreement to which ABF is a party.
  6. Term and Termination. This Agreement shall commence upon the effective date, and continue for a period of twelve (12) months, unless terminated earlier by either party in accordance with the terms and conditions of this Agreement. This Agreement may be extended upon mutual consent of both parties, in writing, and for such term as agreed to by both parties in writing. This Agreement may be terminated immediately by ABF upon breach by Broker of any of its obligations herein or if, as determined by ABF, Broker or any Broker Affiliate causes a detrimental effect to the Program, ABF or any of its affiliates other programs, officers, employees, or Vendors. Notwithstanding anything herein to the contrary, ABF can terminate this Agreement for any reason by giving Broker sixty (60) days prior written notice.

  7. Non-Interference. During the term of this Agreement, and for a period of two (2) years thereafter, or after Broker stops receiving Compensation hereunder, whichever comes last, Broker and Broker Affiliate shall not themselves willfully, nor willfully permit, any respective subsidiary, affiliate, or successor in interest of their respective officers, employees, agents, or nominees (a) to interfere, in any manner whatsoever, either directly or indirectly, by any arrangement whatsoever, with ABF’s contractual relationship with any of its Vendors; (b) to cause or attempt to cause any Vendor to terminate its relationship with ABF or utilize the services of any other entity other than ABF. For purposes of this Agreement, the term “affiliate” shall mean, with respect to a specified party, any party that directly or indirectly, through on or more intermediaries, controls or is controlled by, or is under common control with, the specified party.

  8. Non-Solicitation. The Parties agree that throughout the term of this Agreement and for two (2) years thereafter, neither party, nor any of their respective affiliates shall knowingly hire any of the current officers or employees or agents of the other party hereto or any of its Affiliates so long as such restricted employee or agent remains employed or retained by such party or its Affiliates, without the prior written consent of such party.

  9. Remedies. Without limiting the foregoing, in the event of a breach of this Agreement by Broker or any Broker Affiliate, ABF shall be entitled to apply to a Court of competent jurisdiction for an injunction to restrain such breach, without the need for bond, and ABF shall have no obligation to make any further Compensation or other payment to Broker that might otherwise come due after such breach; provided that Broker does not cure the breach within ten (10) calendar days after notice thereof. Any remedies hereunder shall be in addition to any other remedies available to ABF in law or in equity.

  10. Assignment; Successors; Amendments. Broker may not assign any right or obligation under this Agreement to any third party without prior written consent of ABF, including an assignment by virtue of a sale of Broker’s business. ABF may assign its rights and obligations hereunder with notice to the Broker. 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 ABF, this Agreement may be amended only by a written agreement executed by both parties hereto.

  11. Confidential Information. 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 disclosing party (or other third party), and the receiving party 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. 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, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. “Confidential Information” means all proprietary, secret or confidential information or data relating to either party, its affiliates, operations, employees, products or services, clients, customers and/or potential customers. Confidential Information shall include customer lists, card member account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent that such information is: (i) already known to the receiving party 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) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law.

  12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without regard to its principles of conflicts of laws). Federal or state courts located in Travis County, Texas shall have sole jurisdiction over disputes arising hereunder, and shall be the exclusive venue for any legal action 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 attorney's fees and costs, including expert witness fees and fees on any appeal.

  13. Whole Agreement. This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in 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 assented to in writing by both parties. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer any rights or remedies upon any persons or entities not parties to this Agreement.

  14. Limitation of Liability. ABF shall not be liable hereunder to Broker or any third party for any liquidated, indirect, consequential, exemplary or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of this Agreement, even if the party at fault has been advised of the possibility of such damages.

  15. 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 by clicking agree and submitting the request.

Schedule A

• 1st to 2nd position deals

• Full name, email and phone

• Terms: ti – 12 months

• Federal Tax ID #, SSN, Business address and phone

• Business must be 6 months in business

• Financial overview of the business

• Must generate $10,000 revenue as a minimum

• 3months most recent bank statements

• We do not fund, transportation, construction, real estate, non-profit and financial services.

• Completed and signed application form

• Officially permitted foreign national

• Voided check and drivers license (contract signing)

• 600+ FICO score

• 51% ownership (1 owner)

• Must have high frequency of deposits per month

• 75% ownership (2 owners)

• Must have payment plan for tax liens exceeding 10% of annual gross

• No more than 2 negative balances per month

• No more than 10 NSF’s per month

Submission of application:

Please send all submissions to partners@getbackd.com.

Payment will be made every Friday.