1. Fraud or misrepresentation by the VAR or any of its AGENTS to TOI, clients, potential clients, or merchants.
2.  NONCOMPLIANCE BY THE VAR WITH APPLICABLE RULES AND REGULATIONS; FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS BY REGULATORY AGENCIES.
3.  The violation, omission, or substantial breach by the VAR of any provision, duty, or obligation required of them under this agreement.
4. The VAR becomes financially insolvent or unsound, or adopts general business practices that endanger the financial soundness of TOI business.
5. The VAR making contact with TOI clients and customers.
6. TOI may terminate this Agreement if TOI, in its sole and exclusive judgment, determines that its business reputation is negatively affected by the quality of services rendered by the VAR.

2.3 Upon termination all VAR accounts will revert to TOI. No further commissions will be paid after termination date. The termination date will be the date termination notice is sent by issuing party via registered mail.

MARKETING/SERVICING DUTIES OF VAR

3.1 The VAR shall use its best efforts to solicit sales for the general services of TOI.

3.2 The VAR shall be responsible for compliance with all rules, regulations, statutes, and laws of any association, court, agency, legislature, or other law making body.

3.3 All VAR's must complete and submit any application paperwork required by TOI prior to selling any services. Application paperwork is to include all information required by TOI pertaining to the VAR and its agents.

3.4 The VAR agrees that any sale may within the sole discretion of TOI be denied for any reason whatsoever.

3.5 VAR may not open a commercial bank account or trade account in the name of TOI.

4. RESPONSIBILITIES OF TOI

4.1 At the request of the VAR, TOI will perform download, deployment and/or merchant training at the costs stated in Appendix A.

4.2 TOI’s Service team will provide customers with all customer service, including technical support. service clients will be directed to contact TOI for any support issues at the discretion of the VAR.

4.3 TOI, or its vendors, will be responsible for providing services to service client's as agreed to via TOI ordering system.

5. COMPENSATION OF VAR

5.1 The VAR shall receive commissions and residuals from service client's from whom the VAR solicited and which was ultimately accepted by TOI. The residual shall be 10% of all service types per account applied to gross sales collected. Sales that are refunded, returned, cancelled or other wise dissolved within 45 days of collection are not subject to payment of residual commissions. VAR will be notified of such sales.

5.2 TOI shall assume 100% of risk from service client losses due to fraud, chargebacks, ACH rejects, bankruptcy or any other service clients situation causing an uncollectable condition, except in the event VAR or its Agents are found to be responsible for said loss.

5.3 Residuals and commissions shall be payable by TOI to the VAR approximately 45 days after the calendar month for residuals earned in the preceding calendar month, subject to the right of setoff by TOI for unpaid setoff charges from losses caused by the VAR or other monies owed that normally would be charged to VAR. Residuals less than $150.00 will be carried over to the next month’s residual.

6. ONGOING RESIDUALS TO VAR

Upon the termination or expiration of this agreement, the VAR shall be entitled to ongoing residuals from the processing of sales from service client's previously recruited by the VAR which continue to process sales through TOI provided that the VAR is not in default or substantial breach of this agreement due to fraud nor subsequently defaults or subsequently breaches this agreement due to fraud and that monthly residuals equal or exceed $250.00.

7. COVENANT NOT TO COMPETE

The VAR acknowledges that during the performance of this agreement it will acquire information and contacts which are valuable to TOI. The VAR further agrees that it is necessary to protect the interests of TOI in its merchant base by entering into the following covenant not to compete: During the term of this agreement and for a period of 12 months following termination or expiration of this agreement the VAR agrees that neither it nor its AGENTS will solicit sales from; (1) service client's from whom the VAR or its AGENTS solicited the sale for an existing service client agreement with TOI or (2) any service client which the VAR knows or is informed by TOI to have an existing sales agreement with TOI or it's suppliers.

8. ASSIGNMENT

8.1 VAR will not have the right to assign this Agreement without the prior written consent of TOI. In the event VAR wishes to assign its rights to residual compensation, TOI retains first rights of refusal to purchase said rights. Upon the signing of this agreement VAR rescinds its rights to retain 10% of the purchase price as defined in the previous agreement. TOI shall have ten (10) business days to reply to VAR's request to assign its residual compensation rights. In the event residual compensation rights are assigned to a third party, TOI shall receive ten percent (10%) of the purchase price.

8.2 TOI has the right to assign any right, duty, obligation, or interest in this agreement whatsoever to any party without the written consent of the VAR.

9. JURISDICTION AND VENUE OF DISPUTES

The parties acknowledge and agree that this agreement was executed in the State of Illinois and that Cook County, Illinois shall be the proper place of venue for suit. The parties further and irrevocably agree that any legal proceeding in respect to this agreement shall be brought in the district courts of Cook County, Illinois, or the United States District Court serving this area, and that these courts shall have subject matter jurisdiction of all such disputes. The parties agree that except insofar as Federal Law may preempt this agreement, it shall be governed by the law of the State of Illinois.

10. NONWAIVER OF RIGHTS AND OBLIGATIONS
Failure on the part of TOI to exercise any provision granted to it or to insist upon the full performance of all obligations assumed by the VAR, shall not be construed as waiving such provisions, or as creating any custom contrary thereto. Any waiver of any provision by TOI must be in writing to be binding.

11. SEVERANCE/SAVINGS CLAUSE
At the option of TOI, any provision of this agreement held to be void, invalid, or unenforceable shall be deemed to be served, and the remainder of this agreement shall remain in full force and effect as if the severed portion had never been included.

12. TITLE AND HEADING The title and headings of terms in this agreement exist solely for the convenience of the reader and do not limit the subject matter thereof.

13. MERGER AND MODIFICATION
This agreement and all addenda shall supersede any preexisting value added reseller contract, agreement, discussion and negotiation between the parties, which is not specifically incorporated herein. Unless otherwise provided in this agreement, any modification or deviation from the terms of this agreement shall be in writing executed by the parties hereto.

14. CONSIDERATION The VAR acknowledges that each term of this agreement constitutes adequate consideration for all other items.

15. FORCE MAJEURE
The performance of TOI or the VAR is subject to interruption and delay due to causes beyond it's control such as acts of God, acts of any government, war or other hostility, civil disorder, weather, fire, power failure, equipment failure, labor dispute, and like causes.

16. WRITTEN NOTICE
All notices required by this agreement to be in writing shall be deemed to have been properly given upon the placing for delivery by certified mail, return receipt requested, to the address provided below within the time period required by this agreement. Notice by facsimile machine must be memorialized by certified mail as provided herein;

Michael Brandonisio
Tech One Illustration
231 S. Cranberry St.
Bolingbrook, IL 60490

17. INDEMNITY FOR ACTIONS/OMISSIONS

The VAR shall indemnify and hold harmless TOI, its successors and assigns, its owner, directors, officers, employees, and shareholders from, for, and against any and all liability loss and expense (including reasonable attorney's fees) whether or not presently known, discovered or contemplated and regardless of when discovered by anyone, which the VAR has incurred or may incur at any time during the performance of this agreement or thereafter; which either wholly or partly arises as a result of any actual or alleged act, omission, transaction, or occurrence by TOI, its owner, directors, officers, employees and shareholders regardless of whether or not TOI is ultimately absolved of any liability.

18. LIMITATIONS OF CLAIMS AND DAMAGES

18.1 Any claim which arises out of this agreement, or the performance thereof must be brought or made by either party within one year after the basis for the claim becomes known to the party asserting it.

18.2 TOI shall not be liable to the VAR for any consequential damages by it’s failure to perform under this agreement including, but not limited to, lost profits or damage to goodwill regardless of whether the claim arises in contract or court.

19. FURTHER ASSURANCES AND SURVIVAL OF COVENANTS
The VAR shall execute all additional instruments and other documents, to perform all additional acts and to cooperate with TOI in every other way, which may be requested by TOI to carry out this agreement in the intent hereof. All covenants of the VAR shall survive the expiration or termination of this agreement to the extent required for their full observance and performance.

20. AGENT CREDIT REPORT

A Background check and/or Consumer Credit Report may be made in connection with the application for registration. With this form, the applicant authorizes TOI, or any creditor bureau or credit reporting agency employed by TOI any agents of TOI, to investigate the references given to TOI by VAR and to check the credit reporting agency's files.

Under the law, you have the right to receive a copy of your credit report directly from the credit bureau free of charge. Your credit report will be mailed to you from the credit bureau.

21. REVISSIONS

TOI reserves the right to amend or modify this agreement at any time without notice to VAR. In the event that VAR does not agree with implemented agreement revision, VAR may terminate their agreement with TOI in writing as described herein.