Certified Retailer Agreement

Certified Retailer Lease Purchase

Program Agreement

THIS LEASE‐PURCHASE PROGRAM AGREEMENT (“Agreement”) is made on the Effective Date (defined below) by and between OKINUS, INC. (“OKINUS”) whose address is 1148 Satellite Boulevard Suite 203, Suwanee GA, 30024 and any retail merchandise provider that utilizes the OKINUS Lease-Purchase Program (HEREAFTER REFERRED TO AS: ”RETAILER”).

1. BACKGROUND: This Agreement governs a lease‐purchase program (“Program’”) pursuant to which: (1) RETAILER will sell to OKINUS, certain consumer goods (“Merchandise”); and (2)OKINUS will simultaneously lease the Merchandise under a lease-purchase, rental-purchase or other similar agreement (“Lease(s)”) to consumers who do not wish to purchase Merchandise from the RETAILER outright (“Lessee(s)”). The Lease will afford Lessee the right to acquire the leased Merchandise by paying a specified number of periodic payments over the Lease term or by paying an acquisition price during the Lease term.
2. Term: This Agreement begins on the date it has been executed by both parties; (“Effective Date”) and will remain in effect until terminated (“Term”). Either party may cancel this Agreement at any time by giving the other party thirty (30) days prior written notice or by following the steps to terminate the Agreement following an Event of Default.
3. AGREEMENT: In consideration of the foregoing and mutual promises, covenants and agreements set forth below, RETAILER and OKINUS, agree as follows:
4. OKINUS, INC. will:
   1. Provide its’ Program to RETAILER’S selected retail sites.
   2. Provide customer service, collection, marketing and all other services needed to offer the Program.
   3. Provide the Program on a non-recourse basis, making no representation or guarantee that any specific lease-purchase application will be approved.
5. RETAILER WILL:
   1. Offer Program to select consumers and communicate terms of the Program to select consumers.
   2. Submit consumer application complete with all information required by OKINUS
   3. Use its best efforts to ensure that Lessee has a complete understanding of the Lease.
   4. Inspect and retain for a reasonable time a copy of the consumer’s driver’s license or other government issued photo identification card and confirm the name on the application/approval notice matches the identification for all approved or pre-approved applicants. If the applicant’s identity does not match, the RETAILER will contact OKINUS before proceeding further.
   5. Upon receipt of approval from OKINUS, clearly explain the Lease to the Lessee.
   6. Sign and initial the Lease where indicated and submit the Lease electronically.
   7. Collect the initial payment from the Lessee using the debit card matching the checking account information provided in the Lessee’s application.
   8. Deliver the Merchandise to the Lessee.
   9. Require Lessee to sign and date the “Receipt of Goods” agreement upon receipt of Merchandise.
   10. Require an authorized store representative to sign the “Receipt of Goods” agreement.
   11. Send the signed “Receipt of Goods” agreement to OKINUS.
6. RETAILER AGREES THAT:
   1. Any submission of fraudulent information will constitute grounds for immediate termination of this Agreement by OKINUS. RETAILER agrees to make all commercially reasonable efforts to identify potential fraud.
   2. Any evidence of an attempt by RETAILER to defraud OKINUS may be presented to the appropriate authorities and may be the subject of criminal and/or civil prosecution.
   3. Any evidence of an attempt by RETAILER to defraud OKINUS is an Event of Default as defined herein which may result in RETAILER foregoing all amounts due on outstanding Leases and returning previously funded monies to OKINUS on all Leases deemed fraudulent by OKINUS in OKINUS’ sole discretion.
   4. Should an Event of Default as described in Section 6c) occur, OKINUS may in its sole discretion choose to re-debit (charge) RETAILER’s checking account for amounts previously funded by OKINUS for all Leases deemed fraudulent by OKINUS.
7. Leases and Program: In consideration of the foregoing and mutual promises, covenants and agreements set forth below, RETAILER and OKINUS, agree as follows:
8. Entry into Leases:
   1. The form and substance of each Lease will be determined by OKINUS.
   2. OKINUS may enter or decline to enter into the proposed Lease at its absolute discretion. In the event OKINUS wishes to enter into the Lease, we will provide an approval notice which indicates the amount of the Lease.
   3. RETAILER will NOT enter into any other side agreement with the Lessee concerning the Lease or the Merchandise and will not allow, consent or accept and departure from the strict terms of the Lease.
9. Purchase Price; Okinus Payment to Retailer for Leased Products:
   1. The purchase price of Merchandise sold by RETAILER to OKINUS for purpose of a Lease under this agreement will equal: (i) the invoice price of such Merchandise minus the percentage agreed upon by both parties for Programs including a same as cash early purchase option or (ii) 100% of the invoice price for Programs without a same as cash early purchase option.
   2. Except where prohibited by law, purchases of Merchandise by OKINUS will be exempt from sales tax. OKINUS will provide RETAILER appropriate certificates evidencing such exemption and will maintain its exempt status at all times. RETAILER shall assist OKINUS with sales tax audits by any applicable regulatory agency.
   3. Within three (3) business days after receiving a Lease, electronically signed by the Lessee and the Receipt of Goods signed by the Lessee indicating the Merchandise was received and in the expected condition, OKINUS will deposit to a bank account indicated by RETAILER an amount equal to the invoice price of the Merchandise, net of the discount. RETAILER agrees not to submit an invoice for funding unless all Merchandise has been delivered into Lessee’s possession and accepted by the Lessee.
10. Payments on Lease Contracts:  OKINUS will have the exclusive right to collect and receive all payments made by Lessee, or anyone making a payment on behalf of Lessee, on each Lease.  RETAILER agrees to assist in giving notice to Lessee of the place and methods of payment and to ensure all payments are remitted directly to OKINUS. 
11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF RETAILER: RETAILER represents, warrants and covenants to Okinus that:
    1. This Agreement has been properly authorized and executed by RETAILER and, subject to OKINUS’ proper authorization and execution of this Agreement, constitutes the legally binding obligation of RETAILER.
    2. The Merchandise description provided by RETAILER in connection with each Application will be accurate, true and complete, and both OKINUS and each Lessee entering into a Lease with OKINUS will be entitled to the benefits of any manufacturer’s or other warranty applicable to the Merchandise.
    3. RETAILER and its employees will not make any misrepresentation or deceptive or misleading statement concerning any item of Merchandise, any Lease or the Program
    4. RETAILER will not violate any applicable Federal, State or local law or regulations in connection with the Program.
    5. RETAILER has in effect and will continuously maintain in effect all licenses, permits, registrations, notifications and approvals necessary for RETAILER to conduct its business.
    6. There is no pending litigation against RETAILER which would materially affect RETAILERS’s ability to perform each and every one of its obligations hereunder.
    7. The financial and other information supplied to OKINUS by RETAILER contains no untrue statement of a material fact and omits no material fact necessary in order to make the statements contained therein not misleading.
    8. RETAILER will, at all times, keep proper books of record and account in which full, true and correct entries are made of all dealings, sales and transactions in relation to its business and the Program. Retailer will permit any authorized representative of OKINUS to examine its accounts and records and consult with its personnel, all at reasonable times and upon reasonable notice, to the limited extent reasonably required to verify the accuracy of information provided by RETAILER to OKINUS and the compliance of RETAILER with its obligations under this Agreement.
    9. RETAILER has not done, and will do nothing, to discharge or modify the obligations of the Lessee under any Lease or to interfere with the collection of the sums due thereunder. RETAILER will not induce or encourage any Lessee to terminate any Lease and will not take any action likely to result in such termination.
    10. After RETAILER has received funding on a Lease, any Lessee’s inquiries concerning the Lease will be directed to OKINUS’ customer service at 800-4-OKINUS. RETAILER will not advise Lessees on the legal terms of a Lease or offer Lessees alternative finance on the Merchandise after it has been leased from OKINUS. Retailer agrees that Okinus may draft through ACH any refunds or moneys that are due Okinus.
    11. RETAILER will comply with the Policies and Procedures (including any instructions for inputting data in connection with Applications and the origination of Leases), as such Policies and Procedures may be modified in good faith by OKINUS from time to time in its absolute discretion.
12. Transaction Limits:  Minimum transaction size for a Lease is three hundred dollars ($300.00). 
13. Events of Default:  If either party is in material breach of any representation, warranty, covenant or obligation hereunder, the other party will have the following rights and remedies, any or all of which may be exercised without notice, in any order without prejudicing its right to any other remedy:
    1. To offset against any funds otherwise due any amount owed under this Agreement.
       To immediately terminate this Agreement.
    2. To exercise any and all other remedies, legal and equitable, available under this Agreement or applicable law.
    3. No failure or delay on the part of either party in exercising any rights or remedies under this Agreement will operate as a waiver of any rights or remedies, and no single partial exercise of any rights or remedies under this Agreement will operate as a waiver or preclude the exercise of any other rights or remedies under this Agreement.
14. Assignment: RETAILER may not assign this Agreement or any of its rights or obligations under this Agreement without the proper, prior written consent of OKINUS.  Any such assignment without prior written consent of OKINUS is in violation of these provisions and will be null and void.  OKINUS may assign its rights and obligations hereunder.
15. No Partnership, Agency or Joint Venture: Nothing in this Agreement will be construed to create a relationship between the parties of partnership, principal‐ agent or joint venture. This Agreement is not to be construed in any way as an employment agreement.
16. CONFIDENTIALITY: RETAILER will maintain the confidentiality of all non-public information concerning Lessees and Terms, Applicants, and operating systems, and distribute notices and avoid any actions that would cause OKINUS to fail to comply with privacy or notice requirements. 
17. ENTIRE AGREEMENT, SUCCESSSOR AND ASSIGNS: This Agreement, together with the Terms and Conditions, constitutes the entire agreement between the parties relating to the subject matter hereof. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, relating to the subject matter hereof are superseded. No modification of or amendment to this Agreement will be binding unless in writing and executed by both parties. The Agreement will insure to the benefit of and be binding upon the successors and assigns (to the extent permitted) of RETAILER and OKINUS.
18. TERMINATION: The Agreement may be terminated at any time by either RETAILER or OKINUS upon written notice to the other, but such termination will not affect the rights or obligations of either party relating to Leases and transactions with the status of “Ready for Funding” prior to the effective date of such termination.
19. INVALID OR VOID PROVISIONS: If any provision of this Agreement is deemed invalid, illegal or unenforceable in any jurisdiction, such provision will not be affected or impaired thereby in any other jurisdiction and the remainder of this Agreement will remain in full force and effect in all jurisdictions.
20. Survival Upon the expiration or termination of this Agreement, the obligations of the parties to each other will come to an end, except that the provisions concerning payments and contracts, along with the following Sections, will survive: Representations, Warranties and Covenants of RETAILER; Confidentiality; and Governing Law; Arbitration.
21. COUNTERPARTS; FACSIMILE SIGNATURES: This Agreement may be executed in counterparts. Each of which will be deemed to be an original, but all of which will constitute one and the same agreement. Facsimile signatures will be accepted and will be binding on the parties to the same extent as originally signed counterparts.
22. GOVERNING LAW; ARBITRATION: This Agreement will be governed by the substantive law of the State of Georgia. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The prevailing party in any arbitration shall be entitled to an award of its reasonable fees and expenses incurred therein.