Merchant Account Services Cost-effective International Merchant Account Service for your online business

TPP-PRO Agreement:

1. Description of Services:
DiartStudio.com offers a suite of Third Party Electronic Processing Services under the trade name Revecom.com. These services enable Clients to sell their merchandise via the Internet or World Wide Web. Client may use the service to allow their Customers to purchase Client's merchandise from DiartStudio.com using online checks and any of the major credit cards accepted by DiartStudio.com. DiartStudio.com currently accepts four types of credit cards: Visa, MasterCard, American Express and Discover.

2. Online Retailer Appointment:
Client hereby appoints DiartStudio.com as the Online Retailer of Client's merchandise and services as provided under the following terms and conditions.

3. Transaction Process:
When Customers purchase Client's merchandise as presented their Web site, all charges are billed to Customer credit cards or bank account by "DiartStudio.com". Client agrees to promptly deliver to the Customers all products or services sold under this Agreement. Client receives an aggregated payment periodically for all merchandise or services sold and delivered after adjustments for all charge related to DiartStudio.com's services.

4. DiartStudio's services charges:
DiartStudio.com TPP-SALE service charges:
(i) A monthly fee of $25.00 plus
(ii) A non-refundable setup fee of $129.00 plus
(iii) A transaction commission based on the type of payment medium or credit card used.
Refer to the table below for detailed rates.

Payment Medium	Fee
Visa/MasterCard/Discover Card/American Express Purchases	3.95%
Internet Authorization Fee	$1.00/Auth
Voice Authorization Fee	$2.00/Auth
Online Check Discount Rate	3.95%

5. Implementation
Client's Web site and other marketing material, where applicable, shall prominently state that DiartStudio.com is the Authorized Online Retailer from whom customers will purchase Client's products. This statement must be prominently displayed to all customers, as required by Credit Card Association rules.

6. Client Web-site(s) Configuration and Administration.
Using the instructions provided, Client will configure, administer and maintain his web-site(s). These procedures enable the Client to setup the merchandise list, prices, as well as the administration and maintenance of transaction activities.

The instructions include DiartStudio.com technology that automatically refers customers to its online shopping system.

Upon receipt of each valid customer order, DiartStudio.com will send Client a Customer Purchase Order via Internet E-mail, and DiartStudio.com will also post the order on the Client's "New/Pending Transactions" screen.

Following internal fraud verifications and delivery of product/services, the transaction will be settled. If Client is unable to fulfill purchase within 72 hours, Client must cancel the order.

7. Payment from DiartStudio.com to Client
DiartStudio.com agrees to pay Client for all products/services sold by DiartStudio.com as described hereinafter.

DiartStudio.com will cause the Customer Charges associated with each order to be charged to the Customer's credit card account after order placement by the Customer, and DiartStudio.com shall pay the Client out of the proceeds received from the credit card service provider after delivery of the merchandise/services.

Payments to Clients are made periodically as follows:
The amount to be paid to Client will be determined and delivered on the 1st day and the 16th day of each month for the 2-week pay period preceding the latest pay period, as shown in the example at the bottom of this section. The payment due to Client is equal to the sum of all Customer Charges for products that have been delivered or online services provided within the specified time period LESS:
(i) The sum of all Customer Charges denied, refused, or charged back by the Customer or the credit card service provider during the period.
(ii) All inquiries, disputes, and refunds processed on account of Client's Customer Charges during the period.
(iii) Any taxes, penalties, charges or other items reimbursable under Sections 6, 8, and 10 of this Agreement or otherwise occurring during the period, and
(iv) DiartStudio.com sales commission fees.
(v) A security reserve withhold amounting to 5% of the amount payable in any given pay period, to be paid out to Client in conjunction with the semi-monthly payment schedule 90 days later. If Clients chargeback/refund ratio is more than 3.0%, DiartStudio.com may, as its sole discretion, withhold up to 10% of any given pay period for up to 180 days.
(vi) The monthly fees will be automatically charged to the Client's credit card or deducted from the amount determined above.

The sales commission fee shall be determined by first computing the amount due Client without regard to the items described under (iii), and by then applying the fee to the result. The withhold security fee is used to protect DiartStudio.com from detrimental losses that may occur from fraud or chargebacks or refund requests when customers do not receive their item or service purchased, and then demand their money back.

EXAMPLE: For orders shipped or services provided during January 1 through January 15, primary portion of payable (95%) will be delivered to Client on January 20. Withhold security reserve portion (5% of payable) will be delivered to Client on March 20. All payments are made to Client via Bank Wire, Corporate Check or DiartStudio.com ATM PAYMENT.

8. Cancellation

a. By Client:
This Agreement may be cancelled by the client at any time with notice to DiartStudio.com. After receipt of cancellation notice, DiartStudio.com will terminate this Agreement and will no longer sell Client's products or services to Customers. Any payments due to the Client for Orders sent prior to cancellation will be paid as described in Section 7. All outstanding Customer Orders, submitted prior to the cancellation, must be fulfilled or cancelled by the Client.

b. By DiartStudio.com
This Agreement may be cancelled by at any time DiartStudio.com at its sole discretion. After cancellation DiartStudio.com will no longer sell Client's products or services to Customers. Any payments due to the Client for Orders sent prior to cancellation will be paid as described in Section 7. All outstanding Customer Orders, submitted prior to the cancellation, must be fulfilled or cancelled by the Client within 7days.


9.0 Cash Advances Not Permitted.
Merchant banks and DiartStudio.com strictly prohibit Cash advances.
DiartStudio.com will not make cash advances to any Customer or Cardholder.

10. Indemnity
Client shall indemnify and hold DiartStudio.com harmless, without limiting the generality thereof, from all claims, expenses, and losses occurring for any reason in connection with the sale of Client's merchandise to Customers by DiartStudio.com. The indemnity specifically includes the costs and expenses related to:
a. Customer refunds and/or returns and Charge Backs
b. Warranty and/or service claims of Customers arising out of express or implied representations of Client or by operation of law, regulation, or trade custom
c. Claims and losses as a consequence of damage or misdirection in shipping products to Customers. In this regard, Client is responsible for declaring a value with the shipper or obtaining insurance sufficient to permit Client to recover the value of items lost, destroyed, or damaged during shipment. Recovery of damages from shipper is the responsibility of the client.

11. Transaction Limits.
DiartStudio.com reserves the right to impose limits on transactions of specific clients at its sole discretion Specifically, REVECOM may :
a. limit or restrict sales to a minimum or maximum Product Price,
b. impose limits on the amount or number of purchases which may be charged to an individual credit card account during any time period,
c. refuse to accept orders from Customers with a prior history of questionable charges.
d. DiartStudio.com may impose more restrictive Transaction Limits or Reserve Amounts on specific client accounts, either temporarily or permanently, in order to reduce DiartStudio.com 's reasonable apprehension of risk of loss under varying circumstances.
d. DiartStudio.com is in no way responsible for any losses sustained by Client, including claims for lost profits, on account of the imposition of Transaction Limits or Reserve Amounts for any reason.

12. Refund and Return Policy.
Client will accept returns of merchandise and services, and will agree to refunds for Customers who initiate an inquiry or complaint either with DiartStudio.com or with their credit card issuer. DiartStudio.com will use its best efforts to resolve customer inquiries and complaints in a manner that is acceptable to both Customers and Clients; however, DiartStudio.com reserves the right to issue a refund without the knowledge or consent of Client in any case that it deems appropriate. Notwithstanding anything to the contrary contained herein, DiartStudio.com will provide a refund without penalty to any Customer who returns the merchandise to Client within 30 days from the date of delivery. Client may not impose a "Restocking Fee" or other charge on customers who make returns.

13. Customer Support.
Client shall at all times have the ability to respond promptly to inquiries from DiartStudio.com on behalf of Customers, and shall endeavor to resolve disputes with Customers amicably. If DiartStudio.com determines a high frequency of customer complaints and or chargebacks, DiartStudio.com reserves the right to:
a. Terminate this agreement at its sole discretion.
b. Charge Client reasonable fees to recover its expenses on account of excessive customer inquiries, refunds, or charge backs. Prior to imposing such fees and attempting to recover its costs, DiartStudio.com shall notify Client of the details and nature of the problems and attempt to find mutually acceptable solutions. If DiartStudio.com and Client are unable to achieve mutually acceptable solutions, Client shall have the option of continuing this Agreement subject to the additional fees and costs imposed by DiartStudio.com or of terminating this Agreement.

14. Other Terms and Conditions.
The terms and conditions described on DiartStudio.com's Services pages shall part of this agreement. Client agrees to conduct all business activities in accordance with the guidelines and requirements described on the Services pages. DiartStudio.com reserves the right to refuse to do business with anyone, individual, company, organization, or group for any reason.

15. Client Representations
a. Client represents and warrants that it is legally authorized and has obtained all necessary regulatory approvals and certificates to sell any merchandise it intends to offer.
b. Client represents that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by the Federal Trade Commission, state and local consumer protection agencies, and credit card governing agencies regarding the sale of merchandise over the Internet or in situations where the card is not present.
c. Client hereby certifies and warrants that he/she is at least 18 years of age and is legally permitted to conduct business via the internet

15. Taxes
Each party agrees to report and pay its own taxes imposed on its income by any jurisdiction, such as state and federal income taxes. Should DiartStudio.com be required to pay any such taxes on the income of Client, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to DiartStudio.com. The same conditions will apply to any new taxes that may be imposed in future.

16. Limitations of Liability for the DiartStudio.com service.
DiartStudio.com assumes no liability for disruptions or improper operation of its equipment or software for any reason, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, human error, extreme or severe weather conditions or any other causes in the nature of "Acts of God" or force majeure. DiartStudio.com shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Client be entitled to recover damages from DiartStudio.com, which exceed the sum of the amounts of sales commissions and service fees retained by DiartStudio.com under this Agreement during the six months prior to event giving rise to the claim for damages.

17. Indemnification
Client is fully responsible for the content of its Web site and for the advertising and promotion of all of Client's products. Client certifies and represents to DiartStudio.com that it is the owner or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by Client to Customers, or which is used by Client in its advertising and promotion and to sell and deliver products to Customers.

Client agrees to indemnify and hold harmless DiartStudio.com, its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney's fees), or other liabilities resulting from or in connection with this Agreement. DiartStudio.com assumes no liability of the Client for failure to follow this Service Agreement and any results caused by the acts, omissions or negligence of the Client, sub-contractor or an agent of Client or an employee of any one to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with the Client's products, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.

18. Term
The term of this Agreement shall continue until a notice of termination by DiartStudio.com. DiartStudio.com is under no obligation to provide cause.

19. Default
In the event Client defaults in any provision or fails to perform pursuant to this Agreement, DiartStudio.com shall be entitled to damages, costs and attorney's fees from the Client.

20. Invalid or Non-enforceable Provisions
The invalidity or non-enforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provision were omitted.

21. Applicable Law
This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware and the venue for any action, dispute or proceeding with respect to this Agreement shall be Plattsburg, New York.

22. Amendments and Modifications
DiartStudio.com may make amendments or modifications to this Agreement from time to time without notice. Whenever practical, DiartStudio.com will give Client advance notice of the changes to this Agreement.

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