4690 Southwest 78 Avenue
Davie, Florida 33328
(954) 252-1606
Fax (954) 252-1620
Dear Prospective Agent:
Thank you for your interest in becoming a payment agent. Upon receiving a payment from a customer, your store will transfer the payment
record to the vendor via the Universal Data Consultants Payment Entry System. For your convenience you may process payments either (1)
over the internet using any standard web browser or (2) you may use a touch-tone telephone, land line or cell phone (used when your
internet is not available). All systems are accessible 24 hours a day 7 days a week. You may call our office at any time for customer support.
The approximate time for you to process a transaction is less than one minute. All fees collected, minus your commission, are electronically
transferred from your business bank account to the vendor on a daily basis. Payments are to be made in the form of cash only and will be
debited daily the same day they are entered.
Should you choose to become a payment center, please have the store owner sign and return the Walk-In Payment Services Agreement,
Authorization Agreement for Pre-Arranged Payments, Attachment A and Attachment B forms. Once these documents are received, we will
set up your store in the payment entry system and send you a merchant identification number along with instructions for entering payments.
Upon receiving the instructions, you may begin taking payments. In order to expedite this process, you may fax the contract and other
requested documents to us. However, we do require that you mail us the original signed documents in addition to faxing them. Please don’t
hesitate to call us with any questions. We look forward to working with you and your staff.
Very truly yours,
Universal Data Consultants, Inc.
When faxing the paperwork, please be sure to include the following completed forms:
1)
2)
3)
4)
5)
6)
7)
8)
Page 2 of the Walk-In Pay Services Agreement
Page 7 of the Walk-In Pay Services Agreement
Page 8 of the Walk-In Pay Services Agreement (fill in the lines under Agent)
Authorization Agreement for Pre-Arranged Payments form (page 9)
Copies of a voided check and a government issued picture identification
Attachment A form with your store’s location information (page 10)
Sales Tax Certificate
Bank Statement(s)
* If you make a mistake, please cross out the error and initial next to it (do not use white out)
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Please check all that apply:
______ I am an authorized Agent of: ______ Verizon Wireless
______ T-Mobile
ERP/Limited? YES / NO
______ I am a Subagent under ___________________________________
(Master Distributor’s Name)
______ I am a Master Distributor
______ None of the Above
WALK-IN PAY SERVICES AGREEMENT
This Walk-In Pay Services Agreement ("Agreement") is entered into between Universal Data Consultants, Inc., a Florida Corporation, (referred to as “UDC”),
and _________________________________________________________________________________________________________, (legal business name),
doing business as (d/b/a), _______________________________________________________________________________________________________,
with Federal Tax Identification Number ______________________________________________________________________________________________
a(n) (State of) ___________________________________________________________________________________________________________________
(business organization: corporation, partnership, sole proprietorship, etc.) ________________________________________________, (referred to as “Agent”),
as of the date of last signature at the end of this Agreement (the “Effective Date”).
Agent and UDC hereby agree as follows:
1.
PURPOSE: Agent provides a retail and collection services. “Providers” supply telephone service (“Services”). UDC operates a data concentration and
delivery service. UDC and Agent desire to enter into an arrangement in which Agent will collect payments from customers of Providers for Providers
Services (“Customers”) and transfer the payment data information and funds collected for the Providers payments to UDC for remittance. Agent shall act
as or be an agent of UDC and shall act on behalf of, and for the benefit of, Providers in accepting and collecting payments from Customers for Providers
Services (“Customer Payments”).
2.
AGENT RESPONSIBILITIES:
Section 2.1
SCOPE OF SERVICE
During the term of this Agreement, Agent shall provide to UDC, for the benefit of Providers, the retail services for Customers that include services for
accepting and collecting Customer Payments as more fully set forth herein.
Section 2.2
AGENT SERVICES
Agent shall provide the following retail services to UDC during the term of this Agreement.
(a)
Agent shall accept and collect Customer Payments from Customers in accordance with the terms and conditions of this Agreement. Each
Customer Payment will only be accepted for collection from Customers or their representatives, when made in person and in the form of cash
only, or with the prior written consent of UDC other forms of payment may be accepted by Agent; provided that Agent who has the personal
and direct contact with Customers shall be responsible and solely liable if such other forms of payment are returned as insufficient funds,
dishonored or otherwise not recognized as available funds for any reason by the applicable banking institution (also see Section 2.5 below).
Agent agrees that all sales are final.
(b)
Agent shall make its locations available for the acceptance of Customer Payments during the Agent’s normal business hours. Agent will
provide UDC with written notice of any added location on the form attached hereto as “Attachment A” or any locations that cease taking
transactions.
(c)
Each Customer Payment shall be immediately recorded by Agent to UDC using either the voice payment entry system via telephone (“Voice
Payment Entry System”) or directly to UDC’s central computer via computer transmission (“Computer Payment Entry System”) (collectively
referred to as the “UDC Payment Entry System”). If using the Computer Payment Entry System, the Agent shall provide UDC with at least
ninety (90) days advance notice of any planned enhancement, upgrades, replacements, or significant modifications ("System Changes") to the
computer hardware, software, or networks used to provide the Agent Services, and provide specific details of any System Changes that could
possibly alter transmission activity for Customer Payment data.
(d)
Agents shall issue to each Customer, for each Customer Payment collected, a receipt after the Customer Payment is processed through the
UDC Payment Entry System which clearly itemizes the amount of such Customer Payment, the date the Customer Payment is processed
through the UDC Payment Entry System (“Payment Date”), the Customer account or pin number and the confirmation number if provided.
Subject to the receipt of available funds in cash, a Customer Payment shall be deemed collected by Agent upon the issuance by Agent to the
Customer of a transaction receipt. Agent shall use its best efforts to record all Customer transaction data to UDC at the destination and in the
format requested by UDC within five (5) minutes of accepting such Customer Payment.
(e)
In the event a Customer disputes receipt of a Customer Payment and the Customer makes a claim that Customer Payment was received by
such Agent and provides sufficient proof of such transaction, Agent will perform an investigation and use its best efforts to reconcile and
resolve such dispute and claim. Agent shall respond to UDC regarding the results of the investigation of the Customer Payment and forward
copies of all such information and documentation to UDC.
(f)
All Agents will automatically receive privileges to process any and all products and services provided by UDC unless stated otherwise.
Processing a product or service constitutes your acknowledgement that you have read and understand the terms as stated herein and on
www.udcpay.com and agree to be bound by such terms. UDC, in its sole discretion, may modify, alter or change the above rates from time-to-
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time in accordance with its own terms and policies, by providing Agent written notice on www.udcpay.com. Agent’s continued use of the UDC
payment entry system, including purchasing products and services in accordance with this Agreement, shall be deemed Agent’s acceptance of
such modified rates.
(g)
Agent shall comply and conform with the Accepted Industry Standards in performing the Agent Services hereunder. “Accepted Industry
Standards” shall include and consist of those procedures and practices that satisfy the following: (i) meet at least the same standards that
Agent follows in exercising reasonable care in providing similar services for other persons; (ii) comply with all applicable federal, state and local
laws; and (iii) give due consideration to the customary industry standards and practices of prudent companies that provide similar services and
the reliance of UDC on Agent to provide the Agent Services hereunder.
Section 2.3
CONSIDERATION
Agent shall receive a fee for accepting and processing each Customer Payment and for the remittance of such Customer Payment to UDC (an
"Agent Fee"). The amount of the Agent Fee shall be defined in “Attachment B” and posted on www.udcpay.com. This Agent Fee will cover all
operating and administrative costs of Agent incurred in providing Agent Services, including, but not limited to, Agent management, payment
processing and collection, signage, receipt generation, bank wire transfer(s), automated clearing house (“ACH”) transfers and daily account and
remittance balancing. Each Agent Fee will be retained by Agent after the Customer Payment is collected and processed through the Voice Payment
Entry System or Computer Payment Entry System by Agent and the funds remitted to UDC hereunder. Agent shall levy and collect sales tax as
required by Federal, State or local law or regulation. Agent shall solely be responsible for the collection and remittance of those taxes to the
appropriate taxing authorities.
Section 2.4
REPORTS
UDC will make available to Agent reports (“Agent Reports”) of all Customer Payments received by Agent at such Agent’s request in the event of a
Customer Payment amount discrepancy. Upon request of UDC, Agent shall supply reasonable documentation supporting any payment transaction
related to the Agent Services hereunder.
Section 2.5
TRANSMISSION OF CUSTOMER PAYMENT TO UDC
Agent shall initiate necessary transactions to provide the value for settlement of funds due to Providers in a bank account designated in writing to
UDC on the form attached hereto as “Authorization Agreement for Pre-Arranged Payments (Debits)” (“Agent Collection Account”). Deposited funds
will be transferred by UDC or its designated contractor from Agent. The day a Customer Payment or Pin is accepted and processed through the
UDC Payment Entry System is defined as the "Transaction Day". Agent shall initiate necessary transactions into the Agent Collection Account to
provide the “Settlement Funds” due to UDC on the second (2nd) business day following the Transaction Day in an amount equal to the total
Transactions ("Transfer Transaction"). Settlement Funds are the aggregate of all amounts processed through the UDC Payment Entry System as of
the applicable Transaction Day less all fees. For Transactions processed through the UDC Payment Entry System on a holiday, national or
otherwise, or on a day banks are closed, Agent shall have the Settlement Funds available for transfer to UDC the following business day. Any funds
credited to Agent which were designated as a Customer Payment shall be considered as held in trust for the interim pending deposit to the
designated Agent Collection Account.
Failure to credit Settlement Funds the date it is due to UDC constitutes a material breach of this Agreement. If any automated clearing house
(“ACH”) is returned or dishonored for any reason, Agent agrees to pay UDC a charge of $30.00. If the same amount is returned or dishonored more
than once, this will serve as definite and final proof of nonpayment. Agent may view all amounts, including but not limited to Settlement Funds, via
reports on UDC’s real-time website. Agent may use these reports for accounting purposes in lieu of invoices from UDC. If the Settlement Amount
paid is less than the aggregate of the amounts processed through the UDC Payment Entry System as of an applicable Transaction Day (as adjusted
for all fees), when such insufficiency is determined, then Agent shall fund in its next payment to the designated bank account an amount equal to the
insufficiency. Agent shall hold all amounts due UDC, including but not limited to Settlement Funds, in trust on behalf of UDC only. Agent
acknowledges and agrees it holds only bare legal title to any amounts, including but not limited to Settlement Funds, due UDC and UDC holds
equitable title to such amounts. Agent shall not deduct, offset, delay, assign, or alienate amounts due to UDC. Agent shall not allow any amounts
due to UDC to be subject to the attachment, levy, garnishment or any other process, at law or in equity, by a third party.
In the event Agent fails to timely transfer the Settlement Funds to UDC then UDC may suspend Agent’s ability to use the UDC Payment Entry
System until all Settlement Funds are received. To re-activate the account, UDC may request a security deposit and/or a reconnect fee in a form
and amount to be determined by UDC at its sole discretion. UDC may elect in its sole discretion to allow Agent to use the UDC Payment Entry
System. Agent acknowledges and agrees that funds UDC or its designated contractor debits are on behalf of Providers and as such in the event of
a return or dishonored notice, UDC and any Provider may directly or indirectly demand the funds and/or suspend or terminate Agent’s account
without notice. In the event UDC or its designated contractor is unable to successfully debit Agent’s bank account after two (2) attempts, Agent
agrees to pay all costs of collections, including but not limited to all court costs, and reasonable attorney’s fees, plus interest. UDC shall not be liable
for bank account errors in entries caused by Agent or Agent’s bank. Agent shall be solely liable for all fees and costs associated with Agent’s bank
account.
UDC may modify the above transfer of funds schedule and/or require other payment guarantees if Agent fails to credit any Settlement Funds on time
or if Agent’s creditworthiness declines. Agent authorizes UDC to establish Agent’s creditworthiness through investigating options such as credit
history, credit reporting agencies, bank statements and references.
Section 2.6
RISK OF LOSS
Agent shall safeguard, protect, segregate and record all Customer Payments received from Customers, as well as all data relating to such
Customers and Customer Payments. Agent shall be liable to UDC for the amount of any lost, stolen, or misappropriated Customer Payments due to
UDC under this Agreement regardless of how the funds became lost, missing, or stolen, whether by honest or dishonest act, or any intentional or
unintentional act, of any person, or mysteriously, or by an act of God, or by any other cause or event. Immediately upon Agent's discovery that
Customer Payments received have been lost, stolen, or misappropriated, Agent shall notify UDC and shall reimburse UDC the amount thereof,
together with interest and any other costs or damages UDC may have incurred, in whole or in part, in the collection of such Customer Payments.
The undersigned authorized representative(s) and all owners of Agent’s business agree to be personally liable for any and all Customer Payments
received by Agent.
Agent expressly agrees that providing Agent Services and the use of the Services under this Agreement is at Agent’s sole risk. UDC shall not be
held liable for no inventory on a Provider Service nor shall UDC be held liable for bad pins distributed by the UDC Payment Entry System. UDC
does not warrant or guarantee any income to Agent as a result of this Agreement. Agent agrees to be responsible for all Customer Payments sent
from any and all of Agent’s location(s), whether by telephone or computer, processed through the UDC system. UDC does not represent or warrant
that the Voice Payment Entry System or Computer Payment Entry System will be uninterrupted or error free nor does UDC make any representation
or warranty as to the results to be obtained from the use of the Voice Payment Entry System or Computer Payment Entry System.
Agent acknowledges and agrees that Agent is solely responsible for all activities transacted using Agent’s system identification number, password or
account information whether by Agent, its employees, principles, officers, directors, affiliates or any other third parties. Agent further agrees that
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UDC will not be liable for any loss or damages arising from unauthorized use of Agent’s account by way of any fraudulent use of Agent’s
identification number, password or account information by any third party, including but not limited to any affiliate of Agent and any other third party.
Agent will indemnify, defend, and hold UDC harmless from and against any claims, losses, actions, demands, liabilities and damages, including
attorney’s fees, resulting from any unauthorized use of any usernames, identification numbers or passwords issued to Agent by UDC.
In the event of a dispute between Agent and UDC, Agent shall be required to submit written notice of such dispute, error or discrepancy within fifteen
(15) days of the disputed transaction. In the event that Agent fails to submit notice of such a dispute within such time frame, such failure shall be
deemed a waiver of any right to dispute such transaction thenceforth. In no event shall UDC be liable for incidental, special, consequential or
punitive damages, including, but not limited to lost revenue or profits, in connection with this Agreement even if UDC was advised of the possibility of
such damages. The sole and exclusive liability of UDC and remedy of Agent hereunder (including negligence) shall be general money damages not
to exceed the amount of the item subject to claim or dispute, regardless of the characterization of such action, with a maximum aggregate amount of
liability being $100. Agent agrees that Agent will not in any way hold UDC responsible for any selection or retention of, or the acts or omissions of,
third parties in connection with the Agent Services or this Agreement.
Agent will in any event unequivocally indemnify UDC against all loss, expense and damages (including any loss of or damage to equipment if
applicable), together with interest, sustained by UDC, as a result of or arising from, in whole or part, any act or omission to act, whether intentional,
unintentional or negligent, by Agent or Agent’s employee’s or other representatives, whether or not within the scope of their employment, in
connection with the Agent Services or otherwise relating to this Agreement.
Damages or indemnity payable to UDC will in every case include
reasonable collection costs and attorneys’ fees whether or not a lawsuit is commenced, and interest or any other costs or expenses incurred under
this Agreement.
Section 2.7
CHANGE OF OWNERSHIP
Agent agrees to notify UDC of any change in ownership in writing three (3) business days before such change. Agent shall be responsible for all
payments processed done out of stores registered under Agent regardless of whether such stores were sold, unless UDC received the required
notification as above. All equipment supplied by UDC to Agent shall be returned to UDC in good working condition, except wear and tear, before the
change in ownership or Agent agrees to pay the full value of such equipment to UDC.
Section 2.8
EQUIPMENT
Agent acknowledges that any UDC equipment given to Agent for payment processing is UDC’s property and that Agent may be requested to return
this equipment back to UDC at any time. Upon request by UDC, Agent agrees to return any equipment to UDC in a timely manner. If, for any
reason, Agent is unable to return UDC’s equipment, Agent agrees to pay UDC the full market value for such equipment. Agent agrees to keep all
equipment supplied by UDC at the store(s) registered with UDC and shall be prohibited from moving such equipment outside the store(s). Agent
agrees to allow access to any UDC representative to Agent’s store(s) for the purposes of this Agreement and for the purpose of fulfilling UDC’s
obligations to any vendors.
Section 2.9
PAYMENT GUARANTEE
UDC reserves the right, in its sole discretion, to require and choose one payment guarantee option for each Agent for the term of this Agreement.
Agent agrees to accept and comply with the payment guarantee requirement in return for UDC’s approval to become an Agent. Failure by an Agent
to comply with the payment guarantee option may result in the Agent account being suspended or terminated. Unless otherwise stated in writing,
UDC may choose from the following payment guarantee options for each Agent:
(a)
Agent applies for, receives and maintains a Financial Guarantee Surety Bond(s) covering all of Agent’s store locations, at Agent’s sole cost, in
force for the duration of this Agreement stating a financial guarantee of any and all Customer Payments in an amount of at least $10,000.
Agent shall name UDC as a beneficiary on each Surety Bond obtained under the terms of this Agreement. Agent shall receive approval by
UDC of the bonding agency prior to Agent applying for and receiving a Surety Bond for the purpose of this Agreement.
(b)
Agent is placed on a prepay status. UDC reserves the right to hold credits to Agent’s account until any checks are cleared by the banking
institution. When Agent’s account is depleted of funds, Agent’s account will automatically be suspended. Other terms to be provided by UDC.
3.
TERM
The initial term of the Service shall continue for thirty-six (36) months ("Initial Term"). Upon completion of the Initial Term, this Agreement shall
automatically renew for additional 12 (twelve) month periods (each a “Renewal Term”) unless either party hereto gives the other party ninety (90)
days prior written notice of its intention to terminate the Agreement. Agent will incur no monetary penalty for early termination.
4.
TERMINATION
UDC may immediately terminate this Agreement for cause deliverable orally or in writing at the discretion of UDC in the event (i) Agent fails to
comply with any material term or condition of this Agreement; (ii) it is determined that UDC's or Agents' involvement in the Service is prohibited by
law or regulation; (iii) there is a material adverse change in Agent's financial condition or operations; or (iv) at the request of Provider(s). This
Agreement may also be terminated by suspending Agent’s account in the event that UDC determines that Agent’s activities could endanger the
safety and/or soundness of UDC’s business or in the event that ACH debits as submitted by UDC or its designated contractor are returned, refused
or dishonored for any reason. UDC may immediately terminate this Agreement without cause deliverable orally or in writing at the discretion of UDC
in the event that the Agreement between UDC and Providers is terminated or by request of a Provider. UDC may cease or limit the availability of
any or all Provider products available to Agent at the request of Provider(s) without liability to Agent. Agent’s UDC may terminate this Agreement
without cause by providing reasonable prior written notice to Agent. For the mutual protection of UDC and Agent, UDC is authorized to suspend
service to Agent or an individual location, without any liability, in the event UDC, in its sole discretion, determines that suspension of service is in its
or Agent’s best interests.
Agent may terminate this Agreement for cause deliverable in writing in the event (i) Agent stops processing payments for Providers; or (ii) UDC
enters formal insolvency proceedings.
All obligations for transactions made prior to the termination shall survive termination. UDC shall not be liable to Agent for damages (including lost
profits due to foregone sales) due to termination. Upon any termination of this Agreement, Agent shall cooperate in good faith and take reasonable
actions to assist with the termination of this Agreement so that any Customer Payments being processed, collected or transferred at the time of or
following the termination are properly reported and accounted for and transferred to UDC.
5.
TERMS & CONDITIONS
Section 5.1
AUTHORITY
Each person who signs below for a corporation, partnership, or other entity personally represents that he or she has the authority to bind such entity.
A signature by one partner constitutes acknowledgment and agreement by all partners to be bound by this Agreement. This Agreement may be
executed by the parties hereto in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original and all
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of which shall constitute together but one and the same document. This Agreement may be executed in counterpart by facsimile signature, which
signatures shall be treated as, and shall have the effect of, original and manually executed signatures.
Agent agrees that it has all licenses, waivers, or any other consents necessary to perform the Services hereunder. This Agreement does not give
Agent the authority to make any representation on behalf of any Provider.
Section 5.2
ASSIGNMENT
Neither this Agreement, nor any of the rights hereunder, including any transactions due, may be assigned to any other person or entity including a
successor in interest, whether by operation of law or otherwise, without prior written consent of the non-assigning party.
Section 5.3
BINDING ON SUCCESSORS AND ASSIGNS
This Agreement will inure to the benefit of and be binding upon the undersigned parties and entities, and their respective legal representatives,
successors, and assigns.
Section 5.4
GOVERNING LAW
This Agreement shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of Florida without regard to its
conflicts of laws principles. Agent and UDC shall comply with the laws and regulations applicable to the operation of the Service.
In the event that litigation is required due to a breach of this Agreement, such litigation shall be conducted in Broward County, Florida. The parties
hereto consent to personal jurisdiction and venue exclusively in the City and State of Florida, including, without limitation, all pretrial proceedings and
party depositions brought with respect to this Agreement. The non-prevailing party shall pay all the prevailing party’s attorney’s fees and any other
costs arising as a result of such action. It shall not be deemed a waiver if UDC delays or fails to enforce any of its rights or remedies under this
Agreement.
Section 5.5
INDEMNIFICATION
Each party (the “Indemnitor”) agrees to indemnify and hold harmless the other and its affiliates, officers, agents and employees (the “Indemnified
Party”) from any losses, liabilities, claims, or demands (including the costs, expenses, and attorneys' fees on account thereof, but excluding
consequential loss of profit or incidental damages) for injuries (including death) to persons, or damage, including theft, to property or any other
damages arising out of any failure of the Indemnitor to perform its obligations hereunder or connected with any breach of any representative,
warranty or covenant of the Indemnitor hereunder, unless such losses, liabilities, clauses, demands or damages result from the negligence, bad faith
or willful misconduct of the Indemnified Party. Each party agrees to defend the other party at the other party's request, against any such liability,
claim, or demand. Each party agrees to notify the other promptly of any written claims or demands against itself for which the other party is
responsible hereunder.
Section 5.6
CONFIDENTIALITY
Agent shall not itself, nor allow its stores or business location employees to, either directly or indirectly disclose, disseminate, or make use of the
confidential business or technical information provided to Agent at any time by UDC ("Confidential Information"). Confidential Information is the
exclusive property of UDC and shall include, without limitation, the terms and conditions of this Agreement, all information which is not publicly
available, whether oral or written, relating to the Customers, Customer Payments, policies, procedures, manuals, computer information and
programs, software programs and components, financial pricing, sales of the Service, sales of the Provider Services, passwords and all other
sources of information that UDC deems to be confidential. Agent acknowledges the unauthorized disclosure or use of Confidential Information would
cause UDC irreparable harm and significant injury such that monetary damages would be difficult to ascertain.
Section 5.7
INTELLECTUAL PROPERTY
Agent agrees that UDC owns all rights, title and interest in and to the UDC payment entry system and CellTrack and any other technology or
property provided by UDC and used by Agent or any third party to access the UDC payment entry system, including all intellectual property rights
herein. Agent acknowledges and agrees that UDC is, and UDC or its successors or assigns shall remain, the owner of the UDC Intellectual
Property. Agent shall acquire no ownership interest in the UDC Intellectual Property through this Agreement or otherwise and all use by Agent of the
UDC Intellectual Property shall inure solely to the benefit of UDC. Agent agrees not to use any UDC logos or trademarks contrary to what is agreed
upon unless requested in writing and authorized by an officer of UDC. Agent acknowledges that the UDC payment entry system and CellTrack, their
structure, organization and source code constitute valuable trade secrets of UDC. Accordingly, Agent agrees that it will not, and will not permit any
third party, to access the UDC payment entry system or CellTrack other than those parties authorized under this Agreement. Agent agrees that it
shall:
a. cooperate fully with UDC, in efforts to obtain, perfect and enforce UDC's rights in the UDC Intellectual Property;
b. not, directly or indirectly, contest or assist any other party in contesting the validity or enforceability or UDC's ownership of the UDC Intellectual
Property;
c. not do or permit to be done any action or thing which will in any way impair or damage UDC’s rights in and to the UDC Intellectual Property;
d. prior to issuing documents or materials including the UDC Trademarks, obtain UDC’s approval, use the UDC Intellectual Property only in the form
and manner approved by UDC or in such other form or manner as approved in advance by UDC, which approval shall not be unreasonably
withheld; and
e. prior to creating or distributing documents or materials including the UDC Intellectual Property or selling products or services embodying the UDC
Intellectual Property, obtain the approval of UDC; and
f. not modify, create derivative works of, adapt, alter or translate the UDC payment entry system or CellTrack; and
g. not sublicense, lease, rent, loan, distribute, provide access to, or otherwise transfer any aspect of the UDC payment entry system or CellTrack to
any third party not authorized under this Agreement; and
h. not reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the
underlying ideas, algorithms, structure or organization) of any aspect of the UDC payment entry system or CellTrack; and
i. not copy, install or use the UDC payment entry system or CellTrack except as expressly permitted in this Agreement.
Agent further agrees to indemnify UDC for any losses as a result of any violation of these provisions by Agent, its employees, principles, officers,
directors or affiliates. There are no implied licenses under this Agreement and any rights not expressly granted to Agent hereunder are reserved by
UDC. Agent is not granted any patent license under this Agreement. Agent further agrees that its rights to the use of the UDC payment entry
system and/or CellTrack are provided solely by this Agreement and are limited by the life, terms and conditions of this Agreement.
Section 5.8
WARRANTIES
Each party warrants that is has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this
Agreement, and that the performance of such obligations and duties hereunder does not and will not conflict with or result in a breach of any other
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agreements of such party or any judgment, order, or decree by which such party is bound. UDC shall not be held liable for any data Agent stores or
transfers as a result of this Agreement.
THE UDC PAYMENT ENTRY SYSTEM AND ANY PRODUCT OR SERVICE SOLD USING THE UDC PAYMENT ENTRY SYSTEM ARE
PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, OR BASED ON STATUTE, TORT OR
ANY OTHER THEORY OF LAW. UDC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AGENT ACKNOWLEDGES AND AGREES THAT UDC
MAKES NO REPRESENTATIONS AS TO THE REASONABLENESS, APPROPRIATENESS, QUALITY OR FUNCTIONALITY OF PRODUCTS
AND SERVICES PROVIDED BY UDC THROUGH THE UDC PAYMENT ENTRY SYSTEM. ANY PRODUCT OR SERVICE PROVIDED BY UDC TO
AGENT OR OTHER THIRD PARTIES ON AGENT’S BEHALF ARE ON AN “AS IS” BASIS AND SUBJECT TO THE TERMS AND CONDITIONS
IMPOSED BY SUCH PRODUCT’S RESPECTIVE CARRIER AS WELL AS THE ABILITY OF SUCH CARRIER TO FULFIL SUCH TERMS AND
CONDITIONS. IN NO EVENT SHALL UDC BE HELD LIABLE FOR THE QUALITY, THE TERMS OR CONDITIONS, OR THE FAILURE OF ANY
CARRIER TO FULFILL ITS OBLIGATIONS OF ANY PRODUCT OR SERVICE SUPPLIED THROUGH THE UDC PAYMENT ENTRY SYSTEM.
AGENT AGREES THAT THE PROVISIONS OF THIS SECTION ARE REASONABLE AND ARE FUNDAMENTAL ELEMENTS OF THIS
AGREEMENT.
IN NO EVENT WILL UDC BE LIABLE TO AGENT OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES OF ANY KIND INCLUDING THOSE RESULTING FROM DELAY OR INTERRUPTION OF USE, MISTAKES, OMISSIONS, LOSS OR
CORRUPTION OF DATA, VIRUSES, ERRORS, DEFECTS, FAILURE OF PERFORMANCE OR LOST PROFITS, ARISING FROM OR RELATED
TO THIS AGREEMENT, THE UDC PAYMENT ENTRY SYSTEM WHETHER OR NOT AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.
Section 5.9
REPRESENTATION
This Agreement does not authorize Agent to make any representation on behalf of any vendor and Agent shall obtain any such authorization from
each vendor directly.
Section 5.10
ENTIRE AGREEMENT
This Agreement constitutes the entire and sole agreement between the undersigned parties with respect to the subject matter hereof. This
Agreement supersedes all prior understandings, arrangements, or agreements related to the subject matter hereof between the parties hereto not
contained in this Agreement.
Section 5.11
AMENDMENTS & MODIFICATIONS
Except as provided herein above, no modification, renewal, extension, or waiver of any of the provisions of this Agreement shall be binding upon
either party unless made in writing and signed by the parties.
Section 5.12
NON-WAIVER OF RIGHTS
The failure of any party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right under this Agreement
will not be construed as a waiver or relinquishment of its rights to assert or rely upon any provision or right in that or any other instance, and such
provision or right will remain in full force and effect.
Section 5.13
SURVIVAL
If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Any obligations of the
parties under this Agreement which by their nature are intended to continue beyond the termination hereof shall survive and be enforceable beyond
the termination.
Section 5.14
FORCE MAJEURE
Neither party hereto shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay
is due to circumstances beyond the reasonable control of such party and could not be avoided by the exercise of due care of such party. Each party
shall use its best efforts to minimize the duration and consequences of any failure of or delay in performance.
Section 5.15
RIGHT TO AUDIT
Upon two (2) business days notice to Agent, UDC shall have the right to examine and audit the books and records, including but not limited to
computer records, of Agent as they pertain to the Services of this Agreement during Agent's normal business hours. Such books and records shall
be maintained in a manner that is sufficient and adequate to enable the determination of: (1) the substantiation and accuracy of any payments
required to be made under his Agreement; and (2) compliance with the provisions of this Agreement. Agent shall provide reasonable and diligent
assistance to UDC or its representative in connection with any examination or audit of Customer Payments accepted, collected or remitted
hereunder and the Agent Services provided hereunder.
Section 5.16
INDEPENDENT CONTRACTOR
It is expressly agreed that the parties hereto are acting hereunder as independent contractors and this agreement is not a joint venture, agency,
partnership, or other similar business arrangement. Under no circumstances shall any of the employees of one party be deemed the employees of
the other for any purpose.
Section 5.17
INDEPENDENT BUSINESS JUDGMENT
Agent represents and warrants that it has read this Agreement, and that it fully understands its rights and obligations hereunder. Agent further
represents that it has sufficient business experience and expertise to independently evaluate the business opportunity offered hereby, that Agent has
been given the opportunity to consult with legal counsel of its choosing, and that, in executing this Agreement, Agent is not relying on any claims,
estimates, projections (financial or otherwise), or representations made by Agent or UDC. In addition, Agent acknowledges that UDC or Agent does
not guarantee or make any assurances whatsoever as to the Agent’s profitability or sustenance of current margins on products and services.
6. WRITTEN CORRESPONDENCE
Unless otherwise agreed to by the parties in writing, all notices, requests or other communications hereunder shall be in writing and shall be sent by
first class mail, postage prepaid, facsimile, receipted courier service or shall be personally delivered, to the other party at its respective address
specified below:
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If to UDC:
Universal Data Consultants, Inc.
4690 Southwest 78 Avenue
Davie, Florida 33328
If to Agent:
(business name and address)
___________________________________________________________
___________________________________________________________
___________________________________________________________
or to each party, at such other address or addresses as shall be designated in a written notice to the other party or to the person whose signature
appears herein below at the address set forth above.
All such notices, requests and communications, if communicated as set forth above shall be effective in the case of mail, three (3) business days
after mailing, and in every other case, upon receipt when personally delivered.
7. CREDIT CHECK RELEASE
Agent herby authorizes UDC and its designated agents and representatives to conduct a comprehensive review of Agent’s background causing a
consumer/commercial report and/or an investigative consumer/commercial report to be generated for purposes of becoming an authorized UDC
Agent. Agent understands that the scope of the consumer/commercial report/investigative consumer/commercial report may include, but is not
limited to, the following areas: Verification of social security number; current and previous residences; current and previous places of business;
character references; credit history and reports; criminal history records from any criminal justice agency in any or all federal, state, county
jurisdictions; and any other public records or to conduct interviews with third parties relative to Agent’s character and general reputation.
Agent further authorizes any individual, company, firm, corporation, or public agency (including the Social Security Administration and law
enforcement agencies) to divulge any and all information, verbal or written, pertaining to Agent to UDC or its agents. Agent further authorizes the
complete release of any records or data pertaining to Agent which the individual, company, firm, corporation, or public agency may have, to include
information or data received from other sources.
Agent hereby releases UDC, the Social Security Administration, and its agents, officials, representatives, or assigned agencies, including officers,
employees, or related personnel both individually and collectively, from any and all liability for damages of whatever kind, which may, at any time,
result to Agent, Agent’s heirs, family, or associates because of compliance with this authorization and request to release. Agent may revoke this
authorization at any time in writing. Agent’s contact information is listed below.
Print Name:
___________________________________________________________________
(First)
(Middle)
(Last)
(Maiden)
Former Name(s) and Dates Used:
______________________________________
Current Address Since:
_______ ____________________________________________________________
(Mo/Yr)
(Street)
(City)
(State/Zip)
Previous Address From:
_______ ____________________________________________________________
(Mo/Yr)
(Street)
(City)
(State/Zip)
Previous Address From:
_______ ____________________________________________________________
(Mo/Yr)
(Street)
(City)
(State/Zip)
Soc. Sec. Number: _______-_______-_________ DOB: ______/______/_________
(I.D. Purposes Only)
Drivers License Number/State:
_________________________________________________
Telephone number: _________________________________
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representative(s) as of the
Effective Date.
UNIVERSAL DATA CONSULTANTS, INC.
AGENT
By: _____________________________________
Signature
Signer #1
By: _______________________________________
Signature
Name: ___________________________________
Name: ____________________________________
Title: ____________________________________
Social Security # ____________________________
Date: ____________________________________
Title: _____________________________________
Date: ______________________________________
Signer #2
By: _____________________________________
Signature
Name: ___________________________________
Social Security #: __________________________
Title: ____________________________________
Date: ____________________________________
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AUTHORIZATION AGREEMENT FOR PRE-ARRANGED PAYMENTS (DEBITS)
AGENT'S COMPANY NAME _______________________________________________________________________________
LIST ALL LOCATIONS THAT WILL USE THIS BANK ACCOUNT FOR DEBITING PAYMENTS
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
This Authorization Agreement is part of the Walk-In Pay Services Agreement existing between Universal Data Consultants, Inc.,
hereinafter referred to as UDC, and the Agent. Agent hereby authorizes UDC or its designated contractor to initiate entries to
Agent's account indicated below and the bank named below, hereinafter called “BANK”. If the automated debit entry is returned or
dishonored for any reason, UDC will assess a charge of $30.00 payable to UDC by Agent; provided, however, that UDC will not
charge or collect more than it is allowed by law at the time to collect from Agent. Agent agrees to pay UDC any and all fees
incurred by UDC as a result of a returned or dishonored debit entry.
This authority is to remain in full force and effect until UDC has received written notification from Agent of its termination in such
manner as to afford UDC a reasonable opportunity to act on it. A customer has the right to stop payment of a debit entry by
notification to UDC prior to charging account. After account has been charged, a customer has the right to have the amount of an
erroneous debit immediately credited to his or her account by UDC up to 15 days following issuance of statement or 45 days after
costing, whichever occurs first.
Under penalty of perjury, signatory confirms that signatory is a duly authorized check signor on the account identified below, has
the required corporate authority within Agent’s company to provide the authorization contained in this form and thereby authorizes
all of the above, with such evidence being provided in such signatory’s signature below. This Authorization contains the entire
agreement of the parties with respect to the subject matter herein. This Authorization may be amended only in writing signed by
both parties. Florida law governs.
BANK NAME ___________________________________________________________________________________________
BRANCH ________________________________________ PHONE NUMBER _____________________________________
CITY _____________________________________ STATE ______________________________ ZIP __________________
NAME ON THE ACCOUNT ________________________________________________________________________________
ACH BANK TRANSIT / ACH ROUTING NO. ___________________________________________________________________
** Call your bank for this information
ACCOUNT NO. __________________________________________________________________________________________
TYPE OF ACCOUNT (SAVINGS, CHECKING) _______________________ (BUSINESS, PERSONAL)____________________
AGENT:
SIGNER #1
PRINT YOUR NAME _____________________________________________________________________________________
SIGNATURE ___________________________________________________________________________________________
TITLE _________________________________________ DATE __________________________________________________
SIGNER #2
PRINT YOUR NAME _____________________________________________________________________________________
SIGNATURE ___________________________________________________________________________________________
TITLE _________________________________________ DATE __________________________________________________
PLEASE PROVIDE A COPY OF A VOIDED CHECK AND VALID DRIVERS LICENSE OR OTHER GOVERNMENT ISSUED
PICTURE ID.
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ATTACHMENT A
Please complete for EACH location: E-MAIL ADDRESS: _________________________________________
Business Name: _____________________________________________
Address:
_____________________________________________
_____________________________________________
Business Hours: _____________________________________________
Fax Number:
_____________________________________________
ALL telephone numbers to be used for entering payments:
_____________________ _______________________
_____________________ _______________________
_____________________ _______________________
Business Name: _____________________________________________
Address:
_____________________________________________
_____________________________________________
Business Hours: _____________________________________________
Fax Number:
_____________________________________________
ALL telephone numbers to be used for entering payments:
_____________________ _______________________
_____________________ _______________________
_____________________ _______________________
Business Name: _____________________________________________
Address:
_____________________________________________
_____________________________________________
Business Hours: _____________________________________________
Fax Number:
_____________________________________________
ALL telephone numbers to be used for entering payments:
_____________________ _______________________
_____________________ _______________________
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