Delivery of Receivables. Upon our payment of the Advance or otherwise upon our initially making the amount of the Advance available for your use with an Approved Card (as defined below) or the Invoice Payment Dashboard (as defined below), (a) you sell, assign, and transfer to us, and we purchase from you, all of your right, title, and interest in and to the Specified Amount of Future Receivables, and you will deliver, and cause to be delivered, each business day to us the Specified Percentage of Future Receivables until we have received the Specified Amount and any other amounts owed to us in accordance with this Agreement, and (b) you acknowledge that good, sufficient and valuable consideration has been received. You agree that all Future Receivables generated by your business will be deposited in the bank account we have on file (“Bank Account”) to which an irrevocable ACH authorization agreement or direct or pre-authorized debit agreement, as applicable (any such agreement, the “Authorization Agreement”), relates. You agree to instruct your payment processor to deposit all payments it processes for you into the Bank Account. You agree not to change your Bank Account or payment processor without our advance written consent. You will provide us with read-only access codes to your Bank Account (including via Plaid or similar services) and agree not to change such access codes without our advance written consent. We may access your Bank Account, including to assess the amount of Future Receivables you have generated and to debit your Bank Account. You will provide us any information we request to conduct this assessment. You agree to provide us with an irrevocable Authorization Agreement. You understand that we would not make the Advance without you providing the irrevocable Authorization Agreement. You agree to deliver the Specified Amount (a) if available, by having it delivered to us directly, and (b) by authorizing us to debit the Specified Percentage of Future Receivables and any other amounts you owe us each business day from your Bank Account by ACH, direct or pre-authorized debit, electronic check or other method until the full Specified Amount has been delivered. You understand that it is your responsibility to ensure that the Specified Percentage of Future Receivables and any other amounts you owe us are always available in your Bank Account. You are solely responsible for any fees or charges incurred from overdrafts or rejected transactions. If a transaction is rejected, we may debit the Bank Account again until the transaction is completed. If your generation of Future Receivables changes or is expected to change significantly, you may request a change in the Specified Percentage of Future Receivables on a go-forward basis. You will provide us any information and documentation we ask for to support your request, including your bank statements. We may approve or deny your request in our sole discretion. We will notify you if changes will be made, and any changes will be deemed the new Specified Percentage of Future Receivables until a subsequent change by us. You agree to diligently engage in continuous activity that generates Future Receivables to be delivered in accordance with this Section 2.4, starting no later than five (5) business days from the date that you receive the Advance. If you generate less Future Receivables than we anticipated or projected because your business has slowed down, or if the full Specified Amount is not delivered because your business ceases operations in the ordinary course of business, and if you have not in any way otherwise breached this Agreement, you will deliver less than the Specified Amount and not be in breach of this Agreement. It is understood that the Advance will be made available from our designated bank account (“Designated Account”). You may only withdraw the proceeds of the Advance from the Designated Account by (a) using a payment card that we have authorized (the “Approved Card”), or (b) using our invoice payment dashboard (such dashboard or any other form of transmittal acceptable to us in our discretion, the “Invoice Payment Dashboard”). Neither the Approved Card nor the use of the Invoice Payment Dashboard may be redeemed in cash, including for ATM cash withdrawals. You agree that the proceeds of the Advance will be used solely for, and the Approved Card and the Invoice Payment Dashboard may only permit spending for, the purposes described in Section 5.7 below. You acknowledge and agree that we may, in our sole discretion, reject any Approved Card transaction, including those which do not comply with the requirements of this Agreement, our internal policies, or applicable laws and regulations. You acknowledge and agree that the Designated Account, the Approved Card and the Invoice Payment Dashboard are subject to rules and restrictions imposed by us from time to time, including with respect to withdrawal and spending rights. For your convenience, and without prejudicing any of our rights to receive the Specified Percentage of Future Receivables and the Specified Amount described herein, you may choose not to spend the entire amount of the Advance on a single day. You may from time to time direct us to pay in whole or in part the proceeds of the Advance hereunder to eligible counterparties (including amount, account numbers etc.) you designate on the Invoice Payment Dashboard (such direction, the “Directed Payment Instruction”). You assume sole responsibility for any Directed Payment Instruction and such instructions may be relied upon by us, whether or not an error could be detected by us. You do not have the right to cancel or amend any Directed Payment Instruction once given to us. You acknowledge and agree that we are facilitating the payment as your agent and may, in our sole discretion, reject any Directed Payment Instruction, including those which do not comply with the requirements of this Agreement, our internal policies, or applicable laws and regulations. You are solely responsible for timely payments to your payees and we have no liability for any late payments. You hereby acknowledge that the use of Directed Payment Instructions is also subject to terms set forth in the Invoice Payment Dashboard Services Agreement executed between you and us on or around the date hereof (the “IPDSA”). Provided that no Event of Default has ever occurred and that you are in compliance with this Agreement at all times, the “Percentage Discount” of the proceeds of the Advance that you have directly spent in the Currency (provided such amounts are thereafter settled and not refunded) using the proscribed methods described in the chart below and for the purposes and counterparties described therein for permitted purposes, will be credited (as applicable) to the Specified Amount required to be delivered to us (the “Discount Credit”). See Appendix A for a description of “Preferred Vendor Transaction”. Such calculation will be determined by us, and such determination will be conclusive absent manifest error. Notwithstanding the foregoing, you acknowledge and agree that (a) any Discount Credit that is applied under this Agreement or was applied under any Existing Terminating Revenue Share Agreement with respect to any transaction that did not settle or was otherwise refunded will be deducted from the total Discount Credits applied hereunder, and (b) all Discount Credits that have been applied under this Agreement will be cancelled as a result of any breach or violation of this Agreement.
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Delivery of Receivables. Upon our payment of the Advance or otherwise upon our initially making the amount of the Advance available for your use with an Approved Card (as defined below) or the and/or Invoice Payment Dashboard (as defined below), (a) you sell, assign, and transfer to us, and we purchase from you, all of your right, title, and interest in and or to the Specified Amount of Future Receivables, and you will deliver, and cause to be delivered, deliver each business day to us the Specified Percentage of Future Receivables until we have received the Specified Amount and any other amounts owed to us in accordance with this Agreement, Agreement and (b) you acknowledge that good, sufficient and valuable consideration has been received. You agree that all Future Receivables generated by your business will be deposited in the bank account we have on file (“Bank Account”) to which an the irrevocable ACH authorization agreement or direct or pre-authorized debit agreement, as applicable (any such agreement, the “Authorization Agreement”), relates. You agree to instruct your payment processor to deposit all payments it processes for you into the Bank Account. You agree not to change your Bank Account or payment processor without our advance written consent. You will provide us with read-only access codes to your Bank Account (including via Plaid or similar services) and agree not to change such access codes them without our advance written consent. We may access your Bank Account, including to assess the amount of Future Receivables you have generated and to debit your Bank Account. You will provide us any information we request to conduct this assessment. You agree to provide us with an irrevocable Authorization Agreement. You understand that we would not make the Advance without you providing the irrevocable Authorization Agreement. You agree to deliver the Specified Amount (a) if available, by having it delivered to us directly, directly and (b) by authorizing us to debit the Specified Percentage of Future Receivables and any other amounts you owe us each business day from your Bank Account by ACH, direct or pre-authorized debit, electronic check or other method until the full Specified Amount has been delivered. You understand that it is your responsibility to ensure that the Specified Percentage of Future Receivables and any other amounts you owe us are always available in your Bank Account. You are solely responsible for any fees or charges incurred from overdrafts or rejected transactions. If a transaction is rejected, rejected we may debit the Bank Account again until the transaction is completed. If your generation of Future Receivables changes or is expected to change significantly, you may request a change in the Specified Percentage of Future Receivables on a go-forward basis. You will provide us any information and documentation we ask for to support your request, including your bank statements. We may approve or deny your request in our sole discretion. We will notify you if changes will be made, and any changes will be deemed the new Specified Percentage of Future Receivables until a subsequent change by us. You agree to diligently engage in continuous activity that generates Future Receivables to be delivered in accordance with this Section 2.4, starting no later than five (5) business days from the date that you receive the Advance. If you generate less Future Receivables than we anticipated or projected because your business has slowed down, or if the full Specified Amount is not delivered because your business ceases operations in the ordinary course of business, and if you have not in any way otherwise breached this Agreement, you will deliver less than the Specified Amount and not be in breach of this Agreement. It is understood that the Advance will be made available from our designated bank account (“Designated Account”). You may only withdraw the proceeds of the Advance from the Designated Account by (a) using a payment card that we have authorized (the “Approved Card”), or ) and/or (b) using our invoice payment dashboard (such dashboard or any other form of transmittal acceptable to us in our discretion, the “Invoice Payment Dashboard”). Neither the Approved Card nor the use of the Invoice Payment Dashboard may be redeemed in cash, including for ATM cash withdrawals. You agree that the proceeds of the Advance will be used solely for, and the Approved Card and the Invoice Payment Dashboard may only permit spending for, the purposes described in Section 5.7 below. You acknowledge and agree that we may, in our sole discretion, reject any Approved Card transaction, including those which do not comply with the requirements of this Agreement, our internal policies, or applicable laws and regulations. You acknowledge and agree that the Designated Account, the Approved Card and the Invoice Payment Dashboard are subject to rules and restrictions imposed by us from time to timeus, including with respect to withdrawal and spending rights. For your convenience, and without prejudicing any of our rights to receive the Specified Percentage of Future Receivables and the Specified Amount described herein, you may choose not to spend the entire amount of the Advance on a single day. You may from time to time direct us to pay in whole or in part the proceeds of the Advance hereunder to eligible the counterparties (including amount, account numbers etc.) you designate on the Invoice Payment Dashboard (such direction, the “Directed Payment Instruction”). You assume sole responsibility for any the Directed Payment Instruction and such instructions may be relied upon by us, whether or not an the error could be detected by us. You do not have the right to cancel or amend any the Directed Payment Instruction once given to us. You acknowledge and agree that we We are facilitating the payment as your agent and may, in our sole discretion, reject any Directed Payment Instruction, including those which do not comply with the requirements of this Agreement, our internal policies, regulation or applicable laws and regulationslaw. You are solely responsible for timely payments to your payees and we have no liability for any late payments. You hereby acknowledge that the use of Directed Payment Instructions is also subject to terms set forth in the Invoice Payment Dashboard Services Agreement executed between you and us on or around the date hereof (the “IPDSA”). Provided that no Event of Default has ever occurred and that you are in compliance with this Agreement at all timesAgreement, the “Percentage Discount” of the proceeds of the Advance that you have directly spent in the Currency (provided such amounts are thereafter settled and not refunded) using the proscribed methods described in the chart below and for the purposes and counterparties described therein for permitted purposes, will be credited (as applicable) to the Specified Amount required to be delivered to us (the “Discount Credit”). See Appendix A for a description of “Preferred Vendor Transaction”. Such calculation will be determined by us, and such determination will be conclusive absent manifest error. Notwithstanding the foregoing, you acknowledge and agree that (a) any Discount Credit that is applied under this Agreement or was applied under any Existing Terminating Revenue Share Agreement with respect to any a transaction that did not settle or was otherwise refunded will (without duplication) be deducted from the total Discount Credits Credit applied hereunder, and (b) all . Percentage Discount Credits that have been applied under this Agreement will be cancelled as a result of any breach or violation of this Agreement.95 %
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Delivery of Receivables. Upon our payment of the Advance or otherwise upon our initially making the amount of the Advance available for your use (such date, the “Closing Date”) with an Approved Card (as defined below) or the Invoice Payment Dashboard (as defined below), (a) you sell, assign, and transfer to us, and we purchase from you, all of your right, title, and interest in and to the Specified Amount of Future Receivables, and you will deliver, and will cause to be delivered, each business day to us the Specified Percentage of Specified Future Receivables until we have received the Specified Amount and any other amounts owed to us in accordance with this Agreement, and (b) you acknowledge that good, sufficient and valuable consideration has been received. You agree that all Future Receivables generated by your business will be deposited in the bank account we have on file (“Bank Account”) to which an irrevocable ACH authorization agreement or direct or pre-authorized debit agreement, as applicable (any such agreement, the “Authorization Agreement”), relates. You agree to instruct your payment processor to deposit all payments it processes for you into the Bank Account. You agree not to change your Bank Account or Account, payment processor account, billing platform account (for example, including Stripe Billing, Chargify, Chargebee, Recurly and Zuora) or other platform account without our advance written consent. You will provide us with read-only access codes to your Bank Account (including via Plaid or similar services) and billing platform account and agree not to change such access codes without our advance written consent. We may access your Bank Account, including to assess the amount of Future Receivables you have generated and to debit your Bank Account. You will provide us any information we request to conduct this assessment. You agree to provide us with an irrevocable Authorization Agreement. You understand that we would not make the Advance without you providing the irrevocable Authorization Agreement. You agree to deliver the Specified Amount (a) if available, by having it delivered to us directly, and (b) by authorizing us to debit the Specified Percentage of Specified Future Receivables and any other amounts you owe us each business day from your Bank Account by ACH, direct or pre-authorized debit, electronic check or other method until the full Specified Amount has been delivered. You understand that it is your responsibility to ensure that the Specified Percentage of Specified Future Receivables and any other amounts you owe us are always available in your Bank Account. You are solely responsible for any fees or charges incurred from overdrafts or rejected transactions. If a transaction is rejected, we may debit the Bank Account again until the transaction is completed. If your generation of Future Receivables changes or is expected to change significantly, you may request a change in the Specified Percentage of Specified Future Receivables on a go-forward basis. You will provide us any information and documentation we ask for to support your request, including your bank statements. We may approve or deny your request in our sole discretion. We will notify you if changes will be made, and any changes will be deemed the new Specified Percentage of Specified Future Receivables until a subsequent change by us. You agree to diligently engage in continuous activity that generates Future Receivables to be delivered in accordance with this Section 2.4, starting no later than five (5) business days from the date that you receive the Advance. If you generate less Future Receivables than we anticipated or projected because your business has slowed down, or if the full Specified Amount is not delivered because your business ceases operations in the ordinary course of business, and if you have not in any way otherwise breached this Agreement, you will deliver less than the Specified Amount and not be in breach of this Agreement. It is understood that the Advance will be made available from our designated bank account (“Designated Account”). You may only withdraw the proceeds of the Advance from the Designated Account by (a) using a payment card that we have authorized (the “Approved Card”), or (b) using our invoice payment dashboard (such dashboard or any other form of transmittal acceptable to us in our discretion, the “Invoice Payment Dashboard”). Neither the Approved Card nor the use of the Invoice Payment Dashboard may be redeemed in cash, including for ATM cash withdrawals. You agree that the proceeds of the Advance will be used solely for, and the Approved Card and the Invoice Payment Dashboard may only permit spending for, the purposes described in Section 5.7 below. You acknowledge and agree that we may, in our sole discretion, reject any Approved Card transaction, including those which do not comply with the requirements of this Agreement, our internal policies, or applicable laws and regulations. You acknowledge and agree that the Designated Account, the Approved Card and the Invoice Payment Dashboard are subject to rules and restrictions imposed by us from time to time, including with respect to withdrawal and spending rights. For your convenience, and without prejudicing any of our rights to receive the Specified Percentage of Specified Future Receivables and the Specified Amount described herein, you may choose not to spend the entire amount of the Advance on a single day. You may from time to time direct us to pay in whole or in part the proceeds of the Advance hereunder to eligible counterparties (including amount, account numbers etc.) you designate on the Invoice Payment Dashboard (such direction, the “Directed Payment Instruction”). You assume sole responsibility for any Directed Payment Instruction and such instructions may be relied upon by us, whether or not an error could be detected by us. You do not have the right to cancel or amend any Directed Payment Instruction once given to us. You acknowledge and agree that we are facilitating the payment as your agent and may, in our sole discretion, reject any Directed Payment Instruction, including those which do not comply with the requirements of this Agreement, our internal policies, or applicable laws and regulations. You are solely responsible for timely payments to your payees and we have no liability for any late payments. You hereby acknowledge that the use of Directed Payment Instructions is also subject to terms set forth in the Invoice Payment Dashboard Services Agreement executed between you and us on or around the date hereof (the “IPDSA”). Provided that no Event of Default has ever occurred and that you are in compliance with this Agreement at all times, the “Percentage Discount” of the proceeds of the Advance that you have directly spent in the Currency (provided such amounts are thereafter settled and not refunded) using the proscribed methods described in the chart below and for the purposes and counterparties described therein for permitted purposes, will be credited (as applicable) to the Specified Amount required to be delivered to us (the “Discount Credit”). See Appendix A for a description of “Preferred Vendor Transaction”. Such calculation will be determined by us, and such determination will be conclusive absent manifest error. Notwithstanding the foregoing, you acknowledge and agree that (a) any Discount Credit that is applied under this Agreement or was applied under any Existing Terminating Revenue Share Agreement with respect to any transaction that did not settle or was otherwise refunded will be deducted from the total Discount Credits applied hereunder, and (b) all Discount Credits that have been applied under this Agreement will be cancelled as a result of any breach or violation of this Agreement.. Method Percentage Discount Approved Card – Not for a Preferred Vendor Transaction (as defined in Appendix A hereto) 3.0% Approved Card – For a Preferred Vendor Transaction 6.5% Invoice Payment Dashboard – Not for a Preferred Vendor Transaction 3.0% Invoice Payment Dashboard – For a Preferred Vendor Transaction 6.5%
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Samples: Revenue Share Agreement
