STROMDEN CONSULTING INC.

sideb Program Service Agreement 

(Version 2018AUG30) 

This Agreement (“Agreement”) for sideb.io program services is made effective as of the online initiation fee payment date, by and between the Company Name submitted with initiation fee payment ("Company", “you” and “your”) and Stromden Consulting Inc. (“Stromden”, "SCI", “us” and “we”) of Orange County, California.  
  

1. DESCRIPTION OF SERVICES.
SCI engages in the business of providing consulting services or referring third party services pertaining to the electronic payments and related industries (“Services”). Beginning on effective date, SCI may provide Services to Company regarding, but not limited to, the following practice areas.  

  • Payment provider matching and alignment services 
  • US domestic card payment processing setup for all major card brands
  • International card payment processing setup for all major card brands
  • eWallet or alternative payment method recommendations and setup (if available)
  • Fraud tool setup w/first tier configuration
  • Coding distribution and implementation coordination between merchant setup team and payment provider
  • PCI check and recommendations
  • PSD2 check and recommendations
  • Go-live testing
  • Commercial launch management w/new payment provider


2. PAYMENT. Accepted payment types are credit card, PayPal and ACH. Initiation Fee payment is due at time of program purchase. Monthly Fee payments are auto-debited from the payment account provided during account setup. All payments are processed in USD. Company agrees to pay SCI invoices in full without any offsets. SCI has the option to treat any failure to pay as a material breach of this Agreement and, in addition to any other right or remedy provided by law, may cancel this Agreement related projects and Service and seek legal remedies.  


To calculate monthly billing fees accurately, Company agrees to provide SCI online access to payment processing statements. In the event SCI is dependent on Company providing monthly processing statements, statements are to be received by the 5th of each month per the statement upload process provided to Company during account setup. Late statements will incur a 10% late billing charge. Non-receipt of statement will incur a 15% late billing charge and SCI will use total annualized processing volume calculation to generate monthly billing fee. Any necessary adjustments (plus or minus) will be occur on the following billing cycle. 


3. TERM AND TERMINATION. This Agreement takes effect upon effective date and expires after final billing of month 12 following commercial launch with new payment provider. An early termination fee equal to program fee pricing times total annual processing volume approved by payment provider will be due immediately upon notice of termination, regardless of next invoice due date, if terminated by Company prior to commercial live date of new payment provider(s) or early termination of new provider merchant agreement prior to end of 12 month program term.   


4. TRAVEL & EXPENSE POLICY. 

Local bookings are free of charge. The definition of local booking is any appointment location within 50 miles (100 miles round trip) of Irvine, CA 92618. Non-local bookings are subject to Stromden's Travel Policy. Click here to review full policy. 

Expenses incurred to arrange travel or facilitate meetings will be invoiced to Company at cost via separate reimbursable expense invoice. Reimbursable expense invoices are subject to payment terms under Section 2 and are due upon receipt. 
 

5. REMEDIES.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have thirty (30) days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.  

6. FORCE MAJEURE.
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.  

7. DISPUTE RESOLUTION.
The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.  

Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.  

8. ENTIRE AGREEMENT.
This non-exclusive Agreement contains the entire terms of the parties as it pertains to Services. There are no other promises or conditions in any other contract, whether oral or written, dictating different terms than what are represented here.   

9. SEVERABILITY.
If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.  
 

10. ASSIGNMENT.
We cannot assign this Agreement without your prior written consent, except that we may assign this Agreement to an entity qualified to perform our obligations under this Agreement. You cannot assign or transfer your rights or delegate your responsibilities under this Agreement without our prior written consent. 
 

11. PARTIES.
In providing services to you, we will not be acting in the capacity of your agent, partner, or joint venture, and we are acting as an independent contractor.   
 

12. AMENDMENT.
This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.  
 

13. INDEMNITY.
Company understands the nature of SCI Services are for consultative purposes only and agrees to indemnify SCI, its employees, agents, and representatives from any losses, liabilities, and damages of any and every kind that may result from a Company implementation, contract or vendor engagement for which an SCI project or Services were available. Additionally, while performing Services, SCI may refer Company to outside vendor(s) to engage independently. Company agrees to indemnify SCI, its employees, agents, and representatives from any losses, liabilities, and damages of any and every kind that may be caused by any outside vendor Company chooses to engage directly regardless of existence of SCI referral. The indemnity provided under this Section 13 shall survive the termination of this Agreement. 
 

14. INTELLECTUAL PROPERTY.
We retain all ownership and copyright interest in and to any and all intellectual property, computer programs, related documentation, technology, know-how and processes developed by us and provided in connection with this Contract (collectively, the "Our Intellectual Property"), and we grant you a non-exclusive license to use Our Intellectual Property for the limited purpose of performing under this Contract. You acknowledge that the non-exclusive license granted herein is limited to your own use exclusively and that you do not have the right to sub-license or resell any of Our Intellectual Property in either its original or modified form. Merchant shall not give any third party, except Company’s employees, access to Our Intellectual Property without our prior written consent. Company obligations under this Section 14 shall survive the termination of this Contract. 
 

15. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of California. Company agrees to submit to the venue jurisdiction of the courts in Orange County, CA for any litigation arising out of or relating to this Contract. 


16. NOTICES. Except as otherwise provided in this Contract, all notices must be given in writing and either hand delivered or mailed first class, postage prepaid (and deemed to be delivered when mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 

If to Company, then to Company Address submitted with online proposal acceptance. 
 

If to SCI: 

Stromden Consulting, Inc. 

25422 Trabuco Rd. #105-647 

Lake Forest, CA 92630 

17. WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.  


18. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal. 

19. CONSTRUCTION AND INTERPRETATION.
The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.  

Contact Us
If you have any questions or comments regarding these Terms, you can contact SCI at: 

Stromden Consulting Inc. 

25422 Trabuco Rd. #105-647 

Lake Forest, California 92630

Email Address: starthere@stromden.com 

August 30, 2018 


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