In accessing the TMS agent portal, you agree that you will:
Keep the user name and password confidential;
Not allow any other entity or person to use the user name or password, or gain access to the TMS agent portal;
Be liable for all action taken by any user of the user name and password and/or by anyone accessing the TMS agent portal through your computer and/or network, including but not limited to any loss incurred as a result of any unauthorized or improper use of, or access to, information or data resulting therefrom;
Promptly notify TMS if you believe the user name or password has been used inappropriately or the confidentiality of the user name
and password or of the information or data made available through such use has been compromised. Your use of the user name
and password does not grant you any ownership or other rights in respect of such user name or password, or any information
or data accessed through the TMS agent portal, all of which is expressly retained by TMS. TMS may replace, revoke or suspend
your user name or password at any time for any or no reason and without liability to you or to any other entity or person.
In the event that you are accessing the TMS agent portal as an agent or representative of an entity, you hereby certify that
you are authorized to do so on behalf of such entity. You agree that, in accessing the TMS agent portal, you agree to be bound
Representation Agreement, including but not limited to applicable confidentiality provisions and non-solicitation provisions (see below),
and all laws, rules, and regulations promulgated from time to time by any governmental authority, card association or network organization.
You further agree that access by you to any merchant-level information will be exclusively for the purpose of either (a) providing support to
the respective merchant, or (b) reconciling your commission payments.
For clarity, and without limiting the applicability of other provisions of your Sales Representation Agreement, you confirm and acknowledge your continuing agreement to be
bound by the following non-solicitation provisions, as set for therein:
(a) during the period from the date of your Sales Representative Agreement to and including the fifth (5th) anniversary of the date of the termination of your Sales Representative Agreement, you will not, directly or indirectly, through any agent or representative, on behalf of yourself or any other person or entity, in any capacity whatsoever, without the prior written consent of TMS. (I) cause or induce any merchant solicited by you and approved by TMS that is a party to a merchant agreement with TMS (each, a “Merchant”) to do business with any competitor of TMS or of Global Payments Direct, Inc. formerly known as National Data Payment Systems, Inc. a Georgia corporation (“Global”), or to cease doing business with, reduce business with, or divert business from TMS, or (II) in any way interfere with the relationship between any of the Merchants, on the one hand, and TMS and/or Global, on the other hand, or attempt to do any of the foregoing.
(b) for each violation of the prohibitions set forth in Subsection “(a)” above, TMS shall have the right to collect a default fee from SR equal to the greater of (I) $500, or (II) the product of (x) 24, and (y) the average monthly gross revenue (before the payment of compensation to SR) received by TMS from the subject Merchant’s processing activity over the three most recent months in which such Merchant actively processed with TMS and Global. In addition, five violations of Subsection “(a)” above within six (6) consecutive month period shall be deemed to be an “Event of Default” (as defined in your Sales Representation Agreement) by you, thus giving TMS the right to terminate your Sales Representation Agreement immediately on written notice to you, and in addition terminating your access to the TMS agent portal.
IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY ANY OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING THE TMS AGENT PORTAL.