FreeForYou.com™
Merchant Services Marketing Terms & Conditions
These Merchant Services Marketing Terms & Conditions (hereafter “Terms & Conditions”) are
incorporated into and made a part of the FreeForYou.com Independent Rep Agreement. These Terms &
Conditions set forth the responsibilities and obligations of FreeForYou.com and each Independent Rep
relative to the marketing and promotion of FreeForYou.com’s products and services to customers
(Merchants).
1. Definitions. The following terms, when used in these Terms & Conditions, will have the meanings
set forth in this Section:
“Affiliate” means any third-party service or technology provider with whom FreeForYou.com works in
order to provide merchant processing services to Merchants including, without limitation, acquirers,
banks, clearing house organizations, and software providers.
“Approved Merchant” means a business solicited by an Independent Rep that has entered into a
Merchant Agreement with FreeForYou.com or any of its Affiliates that FreeForYou.com or any of its
Affiliates has approved for acceptance in the Merchant Program.
“Associated Sale Personnel” means any and all employees, independent contractors, agents or any
other person or entity who acts for or on behalf of an Independent Rep or is controlled to any extent
whatsoever by an Independent Rep in the solicitation of merchant applications to be submitted to
FreeForYou.com or in any other marketing activity undertaken on behalf of FreeForYou.com.
“Association” means Visa, MasterCard, Discover Network, and any successor organization.
“CPI” means “Consumer Price Index”, the measurement of inflation in the US Economy.
“Credit Card” means a valid and unexpired card issued by, and bearing the symbols of, Visa or
MasterCard.
“Discover Network” means DFS Services LLC.
“Inactive” means the Independent Rep has not submitted and had approved a new Merchant account in
90 days.
“MasterCard” means MasterCard International, Inc.
“Member” means that member of Visa and MasterCard to whom the rights and obligations under
these Terms & Conditions may be assigned by FreeForYou.com.
“Merchant” means a business solicited by an Independent Rep that has entered into a Merchant
Agreement with FreeForYou.com and to which FreeForYou.com provides services under these Terms &
Conditions.
“Merchant Agreement” means the written contracts required by FreeForYou.com to be entered into
by an Independent Rep customer to enable the customer to participate in the Merchant Program.
“Merchant Program” means the package of services offered by FreeForYou.com which enables a
customer to make sales to persons presenting credit cards and which permits the customer to present
Sales Drafts to Member for payment and processing.
“Network” means the front-end authorization networks or backend settlement networks utilized by
FreeForYou.com for payment and processing.
“Rules” means the written regulations and procedures issued by Visa and MasterCard, as amended from
time to time.
“Retrieval” means the production of the original, or an acceptable copy of, a Sales Draft, credit voucher
or other supporting documentation by a Merchant.
“Sales Draft” means the written form or electronic format supplied or approved by FreeForYou.com used
in consummating credit card sales transactions charged to the account of a Merchant’s customer.
“Transaction” means the purchase by a cardholder of goods or services from a Merchant, by use of a
Credit Card.
“Visa” means Visa U.S.A., Inc.
2. Independent Rep’s Obligations
2.1 Responsibilities of Independent Rep. Independent Rep will perform the following:
A. Use its best efforts to locate, investigate and refer potential merchants to FreeForYou.com. All
Merchants solicited by an Independent Rep will be designated by FreeForYou.com as having
been solicited by the Independent Rep.
B. Assist customers in completing all documentation required to apply to the Merchant Program.
Independent Reps shall assist in the facilitation of the negotiation and execution of the
appropriate Merchant Agreement with any such prospective customers and any modification
thereof. Subject to, and upon completion and acceptance of the Merchant Agreement by
FreeForYou.com, the customer will become a Merchant as defined in these Terms & Conditions
upon execution by an officer or authorized agent of FreeForYou.com.
C. Perform site inspections or otherwise provide adequate documentation to verify the
merchant’s inventory and location exists.
D. Train Merchants (and new employees of Merchants, when necessary) on FreeForYou.com's
standard terms, conditions and procedures and Rules necessary to participate in the Merchant
Program, the operation of terminal equipment, and the use of FreeForYou.com products and
services. Training can be done on-site or over the phone either with or without the help of
FreeForYou.com staff.
E. Provide information necessary to set up new Merchants.
F. Respond to Merchants’ inquiries regarding processing, settlement, equipment, and fraud
prevention. When unable to assist a Merchant, provide the telephone numbers to the
appropriate FreeForYou.com department.
G. Sell, lease, or place to Merchants point of sale devices and other equipment or software
necessary to participate in the Merchant Program. Independent Reps may also reprogram pre-
existing equipment or software.
H. Install, maintain, and train Merchants on the use of point of sale devices and other equipment
used in providing processing services. Training can be done on-site or over the phone either
with or without the help of FreeForYou.com staff.
I. Distribute and deliver all Merchant supplies necessary for the Merchant to perform its duties
under the Merchant Agreement. Delivery may be done on-site or through accepted shipping
methods.
J. Hire, compensate, terminate any Associated Sales Personnel, and ensure that its Associated
Sales Personnel are properly trained and supervised so as to act at all times in a professional
manner while marketing the services or products of FreeForYou.com.
K. Adhere to any and all government regulations, including, but not limited to, the reporting of all
sales and use taxes and the acquisition of appropriate workers compensation, unemployment
insurance and state disability insurance as required by applicable state and federal law.
L. Ensure that all of its Associated Sales Personnel have been subject to a review at the time of
hiring and during their employment by or associated with the Independent Rep to determine if
they have been convicted of a felony, been discharged from previous employment for cause or
demonstrated any other indication of moral turpitude which would render them unacceptable
as representatives of Independent Rep selling or distributing FreeForYou.com's products and
services.
2.2 Adverse Information. Independent Rep will inform FreeForYou.com of information of which it has
actual knowledge that may affect a potential Merchant’s ability to meet a Merchant’s obligations under
the Merchant Program. Further, Independent Rep will notify FreeForYou.com promptly in writing if
Independent Rep becomes aware of any information: A) about the financial insolvency, financial
instability, or change in ownership or business of any Merchant, B) about a Merchant’s noncompliance
with the Rules, or C) that indicates that a Merchant’s acceptance of Credit Cards is other than for a bona
fide sale of products or services.
2.3 Excluded Types of Merchants. Independent Rep will not knowingly market the Merchant Program
to any merchant that has contracted with FreeForYou.com under any other FreeForYou.com Merchant
Program. Independent Rep will not knowingly solicit any current FreeForYou.com Merchant to the
Merchant Program of another entity providing services similar to FreeForYou.com and will not knowingly
market to or solicit any Merchant originally solicited by Independent Rep and accepted by
FreeForYou.com under these Terms & Conditions. For such purpose, the parties will discuss any
uncertainty regarding whether a particular Merchant is covered by these restrictions with the other. If
FreeForYou.com willfully ceases to pay Independent Rep for reasons other than the “Involuntary
Cancellation” provisions of the Policies & Procedures, or “catastrophic” events such as a bank failure or
events beyond the control of FreeForYou.com, Independent Rep may solicit merchants to the bankcard
program of another provider of services similar to FreeForYou.com. Notwithstanding the previous,
Independent Rep may not move merchants for any other reason and FreeForYou.com's Merchant
Agreement and collected Terms of Agreement are not assignable or transferable.
2.4 Information. Independent Rep will promptly distribute to its Associated Sales Personnel changes in
operations and Rules received from FreeForYou.com that may affect the manner in which services are
marketed by such representatives. Independent Rep will keep accurate records regarding Merchants’
inquiries, orders, transactions and contacts under these Terms & Conditions. Upon FreeForYou.com's
request, Independent Rep will use its best efforts to obtain and provide the latest fiscal year business
balance sheet and profit and loss statement on all Merchants, and personal financial statements on all
principals. Independent Rep will promptly advise FreeForYou.com of adverse or material changes in any
Merchant’s financial condition.
3. FreeForYou.com Responsibilities
3.1 FreeForYou.com Responsibilities. in addition to the responsibilities set forth in the Policies &
Procedures, FreeForYou.com will perform the following functions:
A. FreeForYou.com will evaluate all applications and approve or decline, within its sole discretion,
the participation of Independent Rep’s customers in the Merchant Program in accordance with
FreeForYou.com's then effective credit policy, which may be amended by FreeForYou.com at
any time. Merchants will have a direct business relationship with FreeForYou.com and Member.
B. FreeForYou.com's sponsoring Member will process and settle all Sales Draft transactions.
C. FreeForYou.com will supply the form of the Merchant Agreement and will define the conditions
upon which FreeForYou.com will provide services to Merchants.
D. FreeForYou.com will provide Merchant statement processing and ACH file preparation.
E. Member will settle directly with each Merchant for all of the Merchant’s Transactions.
F. FreeForYou.com will forward Retrievals to the requestor in accordance with the Rules.
G. FreeForYou.com will provide marketing materials, including merchant user guides, newsletters,
product brochures, and equipment templates. FreeForYou.com will provide certain technical
support, training for Independent Rep Associated Sales Personnel, monthly residual reporting
including monthly transaction volume, average ticket information, the discount rate charged
and the commission earned by Independent Rep.
3.2 Marketing Materials. Independent Rep will cease using FreeForYou.com's marketing and
solicitation materials immediately upon termination of these Terms & Conditions, or otherwise upon
written notice from FreeForYou.com.
4. Third Party Requirements
4.1 Visa/MasterCard Requirements.
A. Sales Locations. Independent Rep has disclosed and will continue to disclose to FreeForYou.com
the identity and location of all of its sales locations. Independent Rep will not delegate any of
its rights or obligations under these Terms & Conditions to any other person or entity.
FreeForYou.com shall not directly solicit such sales locations during the period of time beginning
on the date such sales location submits a Merchant Agreement to FreeForYou.com and ending
ninety (90) days after such sales location ceases submitting Merchant Agreements to
FreeForYou.com. Further, Independent Rep will not solicit any FreeForYou.com sales location
beginning on the date such sales location submits Merchant Agreements to FreeForYou.com
and ending ninety (90) days after such sales location ceases submitting Merchant Agreements
to FreeForYou.com.
B. Associated Sales Personnel. Independent Rep has disclosed and will continue to disclose to
FreeForYou.com the identity and location of all of its Associated Sales Personnel.
FreeForYou.com agrees to not knowingly allow one of Independent Rep’s Associated Sales
Personnel to engage in a direct contract relationship with FreeForYou.com during the period of
time beginning on the date such Associated Sales Personnel submits a Merchant Agreement to
FreeForYou.com and ending ninety (90) days after such Associated Sales Personnel ceases
submitting Merchant Agreements to FreeForYou.com.
C. Rules. FreeForYou.com and Independent Rep agree that, in the event of any inconsistency
between these Terms & Conditions and any Rules, the Rules will apply. Independent Rep
acknowledges that it has received and understands, and that it agrees to comply fully with all
applicable Rules or an interpretation of the Rules as provided by FreeForYou.com to
Independent Rep. Independent Rep will reimburse FreeForYou.com within thirty (30) days for
any fines imposed upon FreeForYou.com due to noncompliance on the part of Independent Rep
with any of the Rules.
D. Disclosures. All merchant fees must be clearly and conspicuously disclosed to the Merchant in
writing prior to any payment or application. Upon request, Independent Rep will provide
records containing Merchant information to Member, Visa or any regulatory agency as soon as
possible but no later than seven (7) days from Independent Rep’s receipt of a request for such
information.
E. MasterCard Rights. Independent Rep agrees that MasterCard has the right, either in law or in
equity, to enforce any provision of the Rules and to prohibit Independent Rep’s conduct that
creates a risk of injury to MasterCard or that may adversely affect the integrity of MasterCard
systems, information, or both. Independent Rep will refrain from taking any action that would
have the effect of interfering with or preventing an exercise of such right by MasterCard.
F. FreeForYou.com Contact. Independent Rep must promptly volunteer a name or title of and a
telephone number for an employee of FreeForYou.com upon request of a Merchant or if the
Independent Rep is unable or unwilling to respond to a merchant question.
5. Representations and Warranties
5.1 Representations and Warranties of Independent Rep. Independent Rep represents and warrants
to FreeForYou.com that:
A. Good Standing. Independent Rep is a corporation, or individual if sole proprietor, authorized,
validly existing and in good standing under the laws of the state(s) in which Independent Rep is
incorporated, does business, or resides. Independent Rep has full authority and corporate
power to enter into these Terms & Conditions and to perform its obligations under these Terms
& Conditions. These Terms & Conditions represents a valid obligation of Independent Rep and
is fully enforceable against Independent Rep according to its terms. Independent Rep and its
officers and directors are not a party to any pending litigation and have never been fined or
penalized by Visa, MasterCard or Discover Network.
B. Sale of Information. Independent Rep will not sell, purchase, provide or exchange credit card
account number information, or any other confidential information, obtained by reason of a
credit card transaction, to any third party without the prior written consent of FreeForYou.com.
C. Compliance. Independent Rep will comply with these Terms & Conditions, the Independent Rep
Agreement, the Rules, and with all applicable state and federal laws and regulations.
Independent Rep’s performance of these Terms & Conditions or the Independent Rep
Agreement will not violate any applicable law or regulation or any agreement to which
Independent Rep may now or hereafter be bound.
D. Background Check. Independent Rep will perform a background check on all Associated Sales
Personnel. The background check will include, but not be limited to, a personal credit report
sufficient to show that each Associates Sales Personnel maintains a positive financial condition.
E. Authority Limitations. Independent Rep shall not have, nor shall Independent Rep or its
Associated Sales Personnel represent themselves as having, any authority to make or enter into
contracts in the name of, or binding upon FreeForYou.com.
6. Arbitration and Dispute Resolution. THESE TERMS & CONDITIONS ARE SUBJECT TO THE
FreeForYou.com INDIVIDUAL ARBITRATION AND DISPUTE RESOLUTION POLICY THAT AFFECTS HOW
CLAIMS AN INDEPENDENT REP MAY HAVE AGAINST FreeForYou.com OR CLAIMS FreeForYou.com MAY
HAVE AGAINST AN INDEPENDENT REP WILL BE RESOLVED. THE PARTIES UNDERSTAND AND AGREE
THAT THE INDIVIDUAL ARBITRATION AGREEMENT AND DISPUTE RESOLUTION POLICY OPERATES AS A
SEPARATE AND DISTINCT AGREEMENT THAT IS SEVERABLE FROM THE REMAINDER OF THESE TERMS &
CONDITIONS AND IS ENFORCEABLE REGARDLESS OF THE ENFORCEABILITY OF ANY OTHER PROVISION
OF THESE TERMS & CONDITIONS. CONSIDERATION FOR THE FreeForYou.com INDIVIDUAL ARBITRATION
AGREEMENT AND DISPUTE RESOLUTION POLICY INCLUDES, WITHOUT LIMITATION, THE PARTIES’
MUTUAL AGREEMENT TO ARBITRATE CLAIMS. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT
THE UNENFORCEABILITY OF THESE TERMS & CONDITIONS IN WHOLE OR IN PART SHALL NOT SUPPORT
A FINDING THAT THE FreeForYou.com INDIVIDUAL ARBITRATION AGREEMENT AND DISPUTE
RESOLUTION POLICY IS UNENFORCEABLE.
I acknowledge that I have read, understand, and agree to the FreeForYou.com Merchant Services
Marketing Terms & Conditions.
Name: ___________________________ SSN/EIN: _________________________
Address: ______________________________ Title: ____________________________
City, State, ZIP: ____________________________ Signature: ________________________
Authorized Signer (Name): ________________________ Date: ____________________________
