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Credit Card Processing Services Agreement

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FIRST USA MERCHANT SERVICES, INC.

CREDIT CARD PROCESSING SERVICES AGREEMENT

SCHEDULE A



MERCHANT NAME: ONSALE, Inc.

MERCHANT AGREEMENT CONTRACT NUMBER: 700963



The average value of MERCHANT's CREDIT CARD transactions will be $200.00.



MERCHANT will process approximately 10,000 CREDIT CARD transactions annually.



PROCESSING FEES - ---------------



Per CREDIT CARD SALES DRAFT and CREDIT $.25

Monthly Minimum** $150.00

BANK CARD Discount Rate

(includes CARD FEEs and Authorizations) 2.00%

Voice Authorization No Charge

ACH (Automated Clearing House) Funds Transfer No Charge

Weekly Statements No Charge

24 Hour Processing Support No Charge

Per MCI and VISA CHARGEBACK Processed/Represented $5.00

Collection, Pre-Arbitration & Compliance $10.00

Postage, Supplies, Equipment & Other Services Charged as used

Supplemental Products Listing Available



**If total monthly fees are greater than the Monthly Minimum specified above, no Minimum will apply. If total monthly fees are less than the Monthly Minimum specified above the difference shall be charged on the last calendar day of the month.



If on any business day, MERCHANT's NET PROCEEDS are negative, any such amounts shall be collected from MERCHANT's designated bank account via ACH.



Set Up Fees: - -----------



Computer to Computer Direct Access (CPU) Set up $250.00





Negative Balance - ----------------



MERCHANT shall be charged a fee against NET PROCEEDS after the number of

Negative Balances for a calendar month has exceeded two (2) based on the

following schedule.



Negative Balance Amount Fee Per Occurrence

----------------------- ------------------



$0 - $300.00 $ 25.00

$301.00 - $700.00 $ 50.00

$701.00 - $1,000.00 $ 75.00

$1,001.00 - $5,000.00 $100.00

$5,001.00 - $10,000.00 $200.00

$10,001.00 + $300.00



If a Negative Balance results when any fees are assessed, section 7 shall



FIRST USA MERCHANT SERVICES, INC.

CREDIT CARD PROCESSING SERVICES AGREEMENT

SCHEDULE A (continued)



MERCHANT NAME: ONSALE, Inc. AGREEMENT NUMBER: 700963





RESERVE ACCOUNT - ---------------



We shall withhold from BANK CARD SALES DRAFTs, a percent (Prepayment Pe rcentage) and/or a Prepayment, as indicated below, that shall be credited to a RESERVE ACCOUNT, against which CHARGEBACKs are assessed. We shall credit a compensating dividend to the RESERVE ACCOUNT and provide to MERCHANT a periodic accounting which, rel a tes by month: i) the amount of BANK CARD SALES DRAFTs, submitted, ii) the Prepayments made (including compensating dividends), iii) the amounts of CHARGEBACKs which relate to and reverse the specific SALES DRAFTs submitted and iv) the resulting RESERVE AC C OUNT balance. On a monthly basis, and no later than fifteen (15) days following the sixth _______ calendar month in arrears, we shall rebate to MERCHANT any remaining balance in the RESERVE ACCOUNT that exists for the sixth month prior to a current report ing period, subject to all other terms and conditions herein.



If any periodic accounting shows that a RESERVE ACCOUNT balance associated with any given month, becomes or is projected to become negative, we shall replenish the RESERVE ACCOUNT by suspending any rebates due MERCHANT and/or withholding from NET PROCEEDS the amounts necessary to eliminate such negative position. Upon notice from us, MERCHANT shall repay any remaining amounts due within one (1) business day by wire transfer. We may increase the Prepayment Percentage as it appears to be necessary to avoid negative positions.



Prepayment Percentage 3%



Activity Parameters - -------------------

Maximum Average Ticket of $200.00





Daily Weekly

----- ------

Total BANK CARD SALES DRAFTs $5,700.00 $40,000.00

Total BANK CARD CREDITs $200.00 $1,400.00



In any case wherein MERCHANT exceeds the above parameters, FIRST USA shall

make every reasonable attempt to contact the MERCHANT and advise MERCHANT of

such occurrence, and FIRST USA may exercise its rights under paragraph 21.

Failure to contact MERCHANT or exercise any rights of FIRST USA, in no way

waives any rights or remedies of FIRST USA under this AGREEMENT at any time.



Your signature on two copies of this Addendum that you return to us indicates your understanding and acceptance of its terms and incorporation by reference in the FIRST USA MERCHANT SERVICES, INC. CREDIT CARD PROCESSING SERVICES AGREEMENT.



Agreed and Accepted by: Agreed and Accepted by:



/s/ ALAN FISHER - ------------------------------------ ------------------------------------ Date June 16, 1996 Date





ONSALE, INC. FIRST USA MERCHANT SERVICES, INC. - ------------------------------------ ------------------------------------ MERCHANT LEGAL NAME (Print or Type)





1953 Landings Drive 4 Northeastern Boulevard Mountain View, CA 94043 Salem, NH 03079-1952 - ------------------------------------ ------------------------------------ Address (Print or Type)





/s/ ALAN FISHER - ------------------------------------ ------------------------------------ By (authorized signature) By (authorized signature)





ALAN S. FISHER, CFO Kathleen M. Keller, Group Manager - ------------------------------------ ------------------------------------ By, Name, Title (Print or Type) By, Title (Print or Type)

FIRST USA MERCHANT SERVICES, INC.

CREDIT CARD PROCESSING SERVICES AGREEMENT

GUARANTY ADDENDUM





MERCHANT NAME: ONSALE, Inc. AGREEMENT NUMBER: 700963





To induce First USA Merchant Services, Inc. (hereinafter referred to as FIRST USA) to enter into the annexed Credit Card Processing Service Agreement ( hereinafter the AGREEMENT) in conjunction with card companies and clearing banks as their terms are defined in the AGREEMENT, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned (________________ ____ if more than one) unconditionally guarantees, in accordance with the terms hereof and without any prior written notice, the prompt payment of any liability or indebtedness to FIRST USA when due.



The undersigned further agrees to indemnify and save FIRST USA harmless against all costs and expenses, including reasonable attorney's fees, incurred in the collection of any of the above obligations.



The undersigned hereby waives notice of the acceptance of this Guaranty and of any future advances and extens ions or renewals made in reliance hereon, and also waives notice of presentment, demand, dishonor, and protest of any note or other obligations to FIRST USA and any other notices of any description in connection with this Guaranty.



The liability of the un dersigned is absolute and unconditional and shall not be reduced or terminated by the granting of any indulgence to, or compromise or settlement with any person(s) who may be liable for the obligations to FIRST USA, nor by any release, exchange, substitut i on, or impairment of collateral for such obligations. FIRST USA shall have no duty to collect or protect any collateral or income therefrom, nor to preserve any rights against other parties, and may immediately proceed under ________________ default witho ut first resorting to any other guaranty, collateral, or other source of payment.



This instrument shall operate as a continuing guaranty and will remain in full force and effect until withdrawn by a written notice delivered to, and accepted by FIRST USA, b ut such withdrawal shall in no way release or diminish the undersigned's liability incurred under this instrument on account of the balance due on obligations and liabilities to FIRST USA at the time of such withdrawal or which are contingent or not then due.



This instrument is intended to take effect as a sealed instrument and shall become effective immediately upon signing by the undersigned. This instrument and all rights and remedies of the parties shall be determined as to their validity, construction , effect and enforcement, and in all other respects of the same or different nature, by the laws of the State of Texas.



This Guaranty is given for the benefit of ONSALE, Inc.



GUARANTOR: GUARANTOR:





Software Partners, Inc. S. Jerrold Kaplan - ------------------------------------ ------------------------------------ Individual (type or print) Individual (type or print)





1953 Landings Drive, 910 S. Santainez, Mountain View, CA 94043 Hillsborough, CA 94010 - ------------------------------------ ------------------------------------ Address Address





/s/ ALAN FISHER /s/ S. JERROLD KAPLAN - ------------------------------------ ------------------------------------ By (signature) By (signature)





June 16, 1996 June 16, 1996 - ------------------------------------ ------------------------------------ Date Date





2.00%









FIRST USA MERCHANT SERVICES, INC.

---------------------------------

CREDIT CARD PROCESSING SERVICES AGREEMENT



In consideration of the mutual promises herein made and the mutual benefits to be derived from this AGREEMENT, the undersigned direct marketer or merchant (hereinafter referred to as the MERCHANT, "you" or "your") and FIRST USA MERCHANT SERVICES, INC., a Nevada corporation, having its principal office at 1601 Elm Street, Dallas, Texas 75201 (hereinafter referred to as FIRST USA, "we", "our" or "us") mutually agree to the following terms and conditi ons:



1. INTRODUCTION: We facilitate the funds transfer between the various CARD

ORGANIZATIONs and you for Telephone. Mail and Store CARD SALEs you make to

your CARDHOLDER customers. In a manner similar to the way personal checks are

cleared, your CREDIT CARD funds are cleared according to the various CARD

ORGANIZATIONs rules and regulations and federal, state and local law. It is

the purpose of this AGREEMENT to establish the legal relationship and

contractual duties required of the parties in this AGREEMENT in order to

comply with such rules, regulations and law.



2. DEFINITIONS:

. AGREEMENT refers to this Credit Card Processing Services Agreement and

any schedule attached hereto.



. APPLICATION is your statement of the characteristics of your account that

you have prepared and submitted to us to induce us to enter into this

AGREEMENT with you and that has induced us to process your CREDIT CARD

transactions under the terms and conditions of this AGREEMENT.



. BANK ACCOUNT is your account in your bank to which we will transfer your

NET PROCEEDS.



. BANK CARD is either a MasterCard or VISA CREDIT CARD or such other credit

card as we may hereafter designate in our sole and exclusive discretion.



. CARD FEE is the interchange of assessments charged by a CARD ORGANIZATION

or the discount charge to the company. This fee will increase or decrease

as a result of any changes in the fees or assessments set by the various

CARD ORGANIZATIONs.



. CARDHOLDER is the person to whom the CREDIT CARD is issued and who is

entitled to use the CREDIT CARD.



. CARD ISSUER is the bank that issues BANK CARDs or the T&E CARD company

that issues T&E CARDs.



. CARD ORGANIZATION is a T&E CARD company or a BANK CARD interchange



. CARD SALE is a CREDIT CARD sale made by you to a valid CARDHOLDER as of

the SALE DATE. Each order you receive is a single CARD SALE unless the

goods or services ordered cannot be delivered or completed at one time,

in which case each partial deposit, delivery or completion is a letter

CARD SALE.



. CHARGEBACK is a charge against a SALES DRAFT you previously presented.



. CREDITs are submitted by you to us to offset specific SALES DRAFTs

previously presented to you.



. CREDIT CARD is both the plastic card or other evidence of the charge

account issued by a CARD ORGANIZATION to the CARDHOLDER and the charge

account number designated on the card, either of which you accept from

your customers as payment for their purchases from you.



. CREDIT NET AMOUNT is the amount of the CREDITs less the CARD FEE.



. LICENSED PROGRAMS are our proprietary computer programs that we provide

for your use pursuant to the requirements of this AGREEMENT, including

without limitation, for the purpose of transmitting and receiving

telecommunicated date to us.



. MERCHANDISE RETURN POLICY is that policy established by you for the

issuance of CREDITs to offset specific SALES DRAFTs.



. MERCHANT is the party to this AGREEMENT contracting with FIRST USA whose

correct legal name, legal identity, legal and business address or

addresses and all trade names and styles are set forth in the APPLICATION

and Schedule "A" hereto annexed.



. NET PROCEEDS is the net debit or credit amount. It is (1) the SALES DRAFT

NET AMOUNT (2) Less the CREDIT NET AMOUNT (3) Less the CHARGEBACK AMOUNT

(4) Less the PROCESSING FEES (5) Less the amounts to be credited to the

RESERVE ACCOUNT.



. NON-QUALIFICATION SURCHARGE is an amount added to your CARD FEES that is

the difference between the BANK CARD base interchange rate and the

QUALIFYING RATES for those SALES DRAFTs which do not qualify for the

QUALIFYING RATES.



. PROCESSING FEES are the fees we charge you for our services as specified

in Schedule "A" as may be amended from time to time.



. QUALIFYING RATES are the reduced CARD FEES charged by CARD ORGANIZATIONs

for certain transactions which qualify under the rules of the CARD



. RESERVE ACCOUNT is an account that we may establish on our records for

our accounting requirements and benefit pledged by you to secure payment

to us of any and all amounts which may be due from you to us and for the

benefit of your CARDHOLDER customers. Any and all funds credited to the

RESERVE ACCOUNT may be comingled with our general funds, and will be

subject to disbursement only by us. You have no interest in the reserve

amount until your receipt thereof. The reserve amount shall secure our

PROCESSING FEES and any other sums as may be due to us. CHARGEBACKs and

CREDIT NET AMOUNTs and the claims of CARDHOLDERs arising from CARD SALEs,

and you hereby grant to us a security interest in all funds in our

possession at any time.



. RETRIEVAL REQUEST is a request for information on behalf of a CARDHOLDER

or CARD ISSUER relating to a claim or complaint concerning a CARD SALE

you have made.



. SALE DATE is the effective date of the CARD SALE at which time you have

performed all principal obligations to the CARDHOLDER in connection with

a transaction such as shipment or delivery of goods or services.



. SALES DRAFT is a transaction representing a CARD SALE which you submit to

us for authorization and payment.



. SALES DRAFT NET AMOUNT is the SALES DRAFT amount less the CARD FEE.



. T&E CARD is a Travel and Entertainment CREDIT CARD issued by American

Express, Carte Blanche, Diner's Club, JCB, or such other T&E CARD as we

may hereafter designate in our sole and exclusive discretion.



3. THE RELATIONSHIP: To induce us to perform that which is required of us

pursuant to this AGREEMENT and to secure your prompt, punctual and faithful

performance and all and each of your obligations pursuant to this AGREEMENT,

you hereby assign and pledge to us each SALES DRAFT now or hereafter

presented to us and the proceeds thereof including, without limitation, any

and all sums held by us in the RESERVE ACCOUNT. In consideration thereof,

pursuant to the terms and conditions of this AGREEMENT, we agree to

facilitate the funds transfer between the various CARD ORGANIZATIONS and you

for Telephone, Mail and Store CARD SALES you make to your CARDHOLDER

customers in accordance with the terms and conditions of this AGREEMENT.



4. SALES DRAFT: Each CARD SALE shall be evidenced by a single SALES DRAFT

furnished in format and in a manner acceptable to us and completed with the

SALE DATE, the amount and a brief description of goods and services sold or

of the deposit tendered is sufficient detail to identify the transaction.



5. PRESENTMENT: You agree that, except as otherwise agreed in writing, all SALES

DRAFTs and CREDITs arising from CARD SALEs made by you will be presented to

us for processing in accordance with the terms of this AGREEMENT. You shall

present SALES DRAFTs to us within three (3) business days of the SALE DATE,

and you shall present CREDITs to us within three (3) business days of the

date you receive return merchandise, cancellation of service, or a price

adjustment notice from the CARDHOLDER. Such SALES DRAFTs and CREDITs shall be

presented in a format and in a manner acceptable to us and in compliance with

the rules of the CARD ORGANIZATIONS.



We shall make an electronic authorization requ
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