1. Preamble

• The Terms of Agreement (“TofA”) is entered into by Shiloh Finance ("ShiFi"), a company specializing in innovative financial solutions, and [Merchant Name], hereinafter referred to as "the Merchant". ShiFi offers a platform enabling Retail Installment Contracts (RICs) that allow consumers to purchase goods on a BNPL basis, enhancing the purchasing power and flexibility for customers.

  
  

2. Definitions

• "Retail Installment Contracts (RICs)": Agreements where consumers agree to pay for goods in installments over a specified period.

• "Merchant": Any business entity that agrees to offer ShiFi's BNPL solutions to its customers.

• "Parties": Collectively refers to ShiFi and the Merchant.

• Additional relevant terms are defined as needed throughout the TofA.

  
  

3. Objective

• The primary objective of this TofA is to establish a collaborative framework wherein the Merchant agrees to utilize ShiFi's platform to offer RICs as a BNPL solution to their customers, enhancing sales and customer satisfaction.

  
  

4. Non-Circumvention

• The Merchant agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent or spirit of this Agreement, especially regarding any financial benefits or opportunities that would otherwise be due to ShiFi.

• Specifically, the Merchant shall not engage, contract, or enter into any form of agreement or understanding, directly or indirectly, with any contacts, leads, clients, customers, or partners introduced by ShiFi during the term of this Agreement and for a period of two years thereafter, in a manner that would preclude ShiFi from being rightfully compensated as per the terms of this Agreement and the Merchant Agreement.

• Any such attempt to circumvent the provisions of this Clause shall be deemed a material breach of this Agreement and may result in immediate termination, along with the potential for damages and other legal remedies as available under the law.

  
  

5. Terms and Conditions

• ShiFi is not responsible for securing funding or managing collections from customers but will provide necessary platform support.

• The Merchant is responsible for complying with all relevant financial regulations, data security standards, and consumer protection laws. ShiFi will provide guidance and support in these areas.

  
  

6. Marketing and Promotion

• ShiFi commits to providing the Merchant with comprehensive marketing materials, training, and support to effectively promote RICs. Both parties will collaborate on joint marketing initiatives where feasible.

  
  

7. Confidentiality

• The Merchant shall maintain strict confidentiality of all proprietary information of ShiFi, and shall not disclose any such information to any third party without the prior written consent of ShiFi.

• All information exchanged under this TofA is considered confidential and will not be disclosed to third parties without prior consent, except as required by law.

  
  

8. Termination

• Conditions for Termination: This TofA may be terminated if there is a material breach due to insolvency or bankruptcy of either party, consistent failure to perform duties, or changes in relevant laws making the TofA impracticable or illegal.

• Notice of Termination: Must be communicated in writing, specifying the reason and effective date.

• Effect of Termination: Cease all activities under this TofA, with outstanding obligations or liabilities remaining effective until fulfilled.

  
  

9. Merchant Fee

• The Merchant agrees to pay a fee of 3% and $15 per transaction to Shiloh Finance for the use of its platform and services. These fees are applicable for each transaction processed through ShiFi's Retail Installment Contracts (RICs) system.

  
  

10. Dispute Resolution

• In the event of a dispute, parties agree to first seek resolution through direct negotiation. If unresolved, disputes will be subject to arbitration or mediation as agreed upon by both parties.

  
  

11. Liability and Indemnification

• Each party will bear its own liabilities arising from its obligations under the TofA. Merchant agrees to indemnify ShiFi against any losses or damages arising from breaches of the TofA.

  
  

12. Data Protection and Privacy

• Compliance with Data Protection Laws: Both ShiFi and the Merchant commit to fully comply with all relevant data protection laws and regulations, including the GDPR and CCPA.

• Data Collection and Usage: Personal data shall be collected and processed lawfully, fairly, and transparently.

• Data Security: Appropriate measures to ensure data security and prevent unauthorized access or data breaches.

• Data Subject Rights: Acknowledgement and facilitation of data subjects' rights under GDPR and CCPA.

• Data Breach Notification: Prompt notification and cooperation in case of a data breach.

• Data Processing Agreement: Establishment of a Data Processing Agreement for data processing activities.

• Audit and Compliance: Cooperation in audits and regular compliance checks.

• Training and Awareness: Ensuring staff are trained and aware of data protection responsibilities.

  
  

13. Force Majeure

• Neither party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane, or other natural disasters), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, or interruption or failure of electricity or telephone service.

  
  

14. Notices

• The primary method for issuing notices under the TofA from ShiFi to the Merchant shall be via email. The Merchant is responsible for providing ShiFi with a current, active email address for this purpose and to notify ShiFi promptly of any changes to this contact information. All notices sent to this email address will be deemed effectively received upon sending, unless there is evidence of non-delivery. For notices from the Merchant to ShiFi, the preferred communication channels and necessary contact details are as stipulated by ShiFi.

  
  

15. Governing Law

• The TofA is governed by and construed in accordance with the laws of the State of Arizona. Any disputes arising out of the TofA shall be subject to the exclusive jurisdiction of the courts of Arizona.

  
  

16. Entire Agreement

• The TofA represents the complete understanding and agreement between the Parties and supersedes all prior negotiations, representations, or agreements, either written or oral.