TERMS AND CONDITIONS
This is an Agreement, dated 02/10/2025, by and between WHITEBRIDGE FUNDING GROUP LLC, each Merchant (identified in the BUSINESS INFORMATION section of the Merchant Application), and each Owner (identified in the MERCHANT/OWNER INFORMATION section of the Merchant Application).
1. Exclusive Agency. Each Merchant hereby appoints WHITEBRIDGE as its exclusive agent in order to make applications for business capital (“Applications”) for each Merchant in the forms of merchant cash advances or commercial loans, but not commercial mortgages or United States Small Business Administration loans. WHITEBRIDGE is authorized to make as many Applications to as many lenders and/or merchant cash advance providers as WHITEBRIDGE determines appropriate in its sole discretion. WHITEBRIDGE will provide Merchant with all approvals WHITEBRIDGE receives for Applications that WHITEBRIDGE submitted on behalf of any Merchant. WHITEBRIDGE is not undertaking any other obligations other than those specifically set forth in this Agreement. WHITEBRIDGE makes no representation or warranty as to the terms of any such approval. WHITEBRIDGE makes no representation or warranty as to the reputation of or performance by any merchant cash advance provider or lender that has approved an Application. Each Merchant and each Owner acknowledges that in connection with any Application, its financial responsibility and history may be investigated and that any bank or financial statements, tax returns, and other documents and records may be required to be provided to recipients of Applications, including updates from time to time as the recipients deem appropriate. Each Merchant and each Owner agrees that a copy of this Agreement will be deemed as an acceptable authorization for the release of financial information. Each Merchant and each Owner hereby authorizes WHITEBRIDGE , each recipient of an Application, and their respective employees, agents, and assigns to investigate references given by and statements obtained from or regarding Merchant and/or Owner, to pull credit reports on Merchant and/or Owner, and to authorize others to do the same. Each Merchant and each Owner authorizes its bank to provide WHITEBRIDGE and each recipient of an Application with its banking and/or credit card processing history.
Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to WHITEBRIDGE and each recipient of an Application under the Fair Credit Reporting Act, authorizing WHITEBRIDGE and each recipient of an Application to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Owner authorizes WHITEBRIDGE and each recipient of an Application to obtain such information solely to conduct a pre-qualification for credit.
Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to WHITEBRIDGE and each recipient of an Application under the Fair Credit Reporting Act, authorizing WHITEBRIDGE and each recipient of an Application to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Owner authorizes WHITEBRIDGE and each recipient of an Application to obtain such information in accordance with a merchant cash advance or commercial loan application.
2. Term of Agreement. The term of this Agreement will be for 30 days after the date of this Agreement and will automatically renew on a month to month basis thereafter. The agency granted to WHITEBRIDGE under this Agreement will be irrevocable during the term of this Agreement. Any Merchant or Owner may terminate this Agreement by giving WHITEBRIDGE two business days’ advance written notice of such termination. The provisions of Sections 2, 3, 4, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, and 38 shall survive any termination of this Agreement.
3. Fee Arrangement. Each Merchant and each Owner agrees that upon the funding of any merchant cash advance or commercial loan to any Merchant by a person or entity that received an Application from WHITEBRIDGE during the term of this Agreement, there will be a fee up to 15% (the “Percentage”) of the purchase price of the merchant cash advance or the loan amount of a loan immediately due and owing from Merchant(s) and Owner(s) to WHITEBRIDGE (the “Broker Fee”). Each Merchant authorizes the provider of funds to deduct the Broker Fee from payment of the purchase price of a merchant cash advance or the loan amount and to turn the Broker Fee over directly to WHITEBRIDGE instead.
4. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that Payments of each Broker Fee under this Agreement is being made in the ordinary course of each Merchant’s business.
5. Government Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently engaged.
6. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the jurisdiction(s) in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family, or household purposes.
7. No Bankruptcy. Each Merchant and each Owner represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against any Merchant or any Owner. Each Merchant and each Owner further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it.
8. Merchant Cash Advance is Not a Loan. Each Merchant and each Owner acknowledges that a merchant cash advance is a purchase and sale of revenue and is not a loan. Each Merchant and each Owner acknowledges that a merchant cash advance contemplates the risks that each Merchant’s business may decline or fail, resulting in the provider of business capital not receiving the revenue it purchased, and that any Merchant going bankrupt or going out of business or experiencing a slowdown in business or a delay in collecting revenue will not on its own without anything more be considered a breach of the merchant cash advance agreement. Each Merchant and each Owner acknowledges that although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by a merchant cash advance is not a loan and does not have an interest rate.
9. Requests for Reconciliation of a Merchant Cash Advance. Each Merchant acknowledges that if it receives a merchant cash advance, it will have the right to request a reconciliation of the payments made thereunder. Each merchant agrees that if it requests a reconciliation under a merchant cash advance, that it must give notice of the request for reconciliation directly through the provider of the merchant cash advance in accordance with the terms of the merchant cash advance agreement.
10. Monitoring, Recording, and Electronic Communications. WHITEBRIDGE may choose to monitor and/or record telephone calls with any Merchant, any Merchant’s owners, employees, or agents, or any Owner. By signing this Agreement, each Merchant and each Owner agrees that any call between WHITEBRIDGE and any Merchant, any Merchant’s owners, employees, or agents, or any Owner may be monitored and/or recorded. WHITEBRIDGE may use automated telephone dialing, text messaging systems, and e-mail to provide messages to any Merchant, any Merchant’s owners, employees, or agents, or any Owner relating to this Agreement. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Merchant, each of Merchant’s owners, employees, and agents, and each Owner gives WHITEBRIDGE permission to call or send a text message to any telephone number given to WHITEBRIDGE in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement over the phone. Each Merchant, each of Merchant’s owners, employees, and agents, and each Owner also gives WHITEBRIDGE permission to communicate such information to them by e-mail. Each Merchant, each of Merchant’s owners, employees, and agents, and each Owner agrees that WHITEBRIDGE will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant, each of Merchant’s owners, employees, and agents, and each Owner acknowledges that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that WHITEBRIDGE has no liability for any such charges.
11. Non-Disparagement. Each Merchant and each Owner will not, at any time, directly or indirectly, in public or private, deprecate, impugn, disparage, or defame WHITEBRIDGE or any of its employees, independent contractors, members, directors, officers, managers, or agents, nor will any Merchant or any Owner assist any other person or entity in doing so. Each Merchant and each Owner acknowledges that any breach of this Section of this Agreement will cause WHITEBRIDGE irreparable harm for which WHITEBRIDGE will have no adequate remedy at law and that as a result, WHITEBRIDGE will be entitled to the issuance of an injunction, restraining order, or other equitable relief in WHITEBRIDGE ’s favor restraining each Merchant and each Owner from committing or continuing any such violation. Any right to obtain an injunction, restraining order, or other equitable relief hereunder will not be deemed a waiver of any right to assert any other remedy which WHITEBRIDGE may have under this Agreement or otherwise at law or in equity. WHITEBRIDGE will not be required to give any Merchant or any Owner advance notice or furnish a bond or other undertaking in connection any such application for equitable or injunctive relief.
12. Indemnification. Each Merchant and each Owner agrees to and will indemnify and hold harmless WHITEBRIDGE and WHITEBRIDGE ’s officers, directors, members, managers, shareholders, employees, agents, and subcontractors, from and against all claims, lawsuits, including those brought by third parties, any Merchant, or any Owner, including reasonable attorney’s fees, and losses asserted against and alleged to be caused by or on behalf of WHITEBRIDGE ’s performance, negligent performance, or failure to perform WHITEBRIDGE ’s obligations under this Agreement.
13. Exculpation from Liability. Each Merchant and each Owner agrees that WHITEBRIDGE is not an insurer and no insurance coverage is offered herein. WHITEBRIDGE is not assuming liability, and therefore will not be liable to any Merchant or any Owner for any loss, injury, or damage sustained by any Merchant or any Owner as a result of any cause whatsoever, including but not limited to consequential damages, regardless of whether such loss, injury, or damage was caused by or contributed to by WHITEBRIDGE ’s negligent performance or failure to perform any obligation. Each Merchant and each Owner releases WHITEBRIDGE from any claims for contribution, indemnity, or subrogation.
14. Limitation of Liability. Each Merchant and each Owner agrees that should there arise any liability on the part of WHITEBRIDGE as a result of WHITEBRIDGE ’s negligent performance to any degree, failure to perform any of WHITEBRIDGE ’s obligations, or strict products liability, that WHITEBRIDGE ’s liability will be limited to the greater of $300 or any sum of any Broker Fee paid under this Agreement.
15. Authorizations. Each person signing this Agreement represents that he or she is authorized to sign this Agreement for the party for which he or she is signing, legally binding said party to its respective obligations under this Agreement. Each Merchant and each Owner represents that the information provided herein and in all of WHITEBRIDGE ’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. An investigative report may be made in connection with the Agreement.
16. Default Under Other Contracts. Each Merchant and each Owner represents, warrants, and covenants that its execution of and/or performance under this Agreement will not cause or create an event of default by any Merchant or any Owner under any contract with another person or entity.
17. Remedies. If any Merchant or any Owner, directly or indirectly, uses any person or entity other than WHITEBRIDGE to apply for a merchant cash advance or loan during the term of this Agreement and receive a merchant cash advance or loan pursuant to the application, then Merchant(s) and Owner(s) will owe a Broker Fee to WHITEBRIDGE as if the application was made by WHITEBRIDGE under this Agreement. If any Merchant or any Owner, directly or indirectly, uses any person or entity other than WHITEBRIDGE to apply for a merchant cash advance or loan during the term of this Agreement but does not receive a merchant cash advance or loan pursuant to the application, then each Merchant and each Owner agrees that WHITEBRIDGE ’s damages as a result thereof will be difficult or impossible to calculate, that Merchant(s) and Owner(s) will be required to pay WHITEBRIDGE a sum equal to the Percentage multiplied by the maximum Requested Advance Amount listed in the Merchant Application as liquidated damages, and that this amount bears a reasonable relationship to the actual loss suffered by WHITEBRIDGE as a result thereof. In case any Merchant or any Owner defaults under this Agreement and the default and is not waived, WHITEBRIDGE may proceed to protect and enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained herein, or to enforce the discharge the obligations of each Merchant and each Owner hereunder, or any other legal or equitable right or remedy. All rights, powers, and remedies of WHITEBRIDGE in connection with this Agreement may be exercised at any time by WHITEBRIDGE after a default hereunder by any Merchant or any Guarantor, are cumulative and not exclusive, and will be in addition to any other rights, powers, or remedies provided by law or equity.
In case any Merchant or any Owner defaults under this Agreement and the default and is not waived, WHITEBRIDGE may elect that Merchant(s) and Owner(s) be required to pay to WHITEBRIDGE 25% of the amount claimed as liquidated damages for any reasonable expenses incurred by WHITEBRIDGE in connection with recovering the amount it is due under this Agreement (“Reasonable Expenses”), WHITEBRIDGE will not be required to itemize of prove its Reasonable Expenses, and all each Merchant and each Owner agrees that the Reasonable Expenses bear a reasonable relationship to WHITEBRIDGE ’s actual expenses incurred in connection with recovering any amount it is due under this Agreement.
In addition to the foregoing, in case any Merchant or any Owner defaults under this Agreement and the default and is not waived, WHITEBRIDGE will be entitled to the issuance of an injunction, restraining order, or other equitable or provisional relief in WHITEBRIDGE ’s favor, subject to court or arbitrator approval, restraining each Merchant and each Owner’s accounts and/or receivables up to the amount due to WHITEBRIDGE as a result of the default, and each Merchant and each Owner will be deemed to have consented to the granting of an application for the same to any court or arbitral tribunal of competent jurisdiction without any prior notice to any Merchant or any Owner and without WHITEBRIDGE being required to furnish a bond or other undertaking in connection with the application. To the extent applicable, Merchant(s) and Owner(s) waive the right to a notice and hearing under Connecticut General Statutes sections 52-278a to 52-278g, inclusive, and consent to the issuance of a writ for a prejudgment remedy without securing a court order.
18. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, except that Merchant(s) and Owner(s) shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of WHITEBRIDGE , which consent may be withheld in WHITEBRIDGE ’s sole discretion. WHITEBRIDGE may assign, transfer, or sell its rights under this Agreement or delegate its duties hereunder, either in whole or in part. From and after the effective date of any such assignment or transfer by WHITEBRIDGE , whether or not any Merchant or any Owner has actual notice thereof, this Agreement shall be deemed amended and modified (without the need for any further action on the part of any Merchant, any Owner, or WHITEBRIDGE ) such that the assignee shall be deemed a party to this Agreement and, to the extent provided in the assignment document between WHITEBRIDGE and such assignee (the “Assignment Agreement”), have the rights and obligations of WHITEBRIDGE under this Agreement, including but not limited to receiving damages from any Merchant or any Owner following a breach of this Agreement by any Merchant or any Owner. In connection with such assignment, WHITEBRIDGE may disclose all information that WHITEBRIDGE has relating to any Merchant, any Merchant’s business, or any Owner. Each Merchant and each Owner agrees to acknowledge any such assignment in writing upon WHITEBRIDGE ’s request.
19. Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered to any Merchant or any Owner by certified mail, return receipt requested, or by overnight delivery with signature confirmation addressed to the Physical Address listed in the Merchant Information section of the Merchant Application or any other address(es) provided in writing to WHITEBRIDGE by any Merchant or any Owner, by e-mail to the E-mail Address listed in the Merchant Application, or by text message to any Phone Number listed in the Merchant Application if that phone number is for a mobile phone, and any such notice, request, consent, demand, or other communication shall become effective only upon receipt. All notices, requests, consents, demands, and other communications hereunder shall be delivered to WHITEBRIDGE by certified mail, return receipt requested, or by overnight delivery with signature confirmation addressed to 591 Stewart Avenue, Suite 520, Garden City, NY 11530 or by e-mail to admin@whitebridgefunding.com. Each Merchant and each Owner must set its spam or junk mail filter to accept e-mails sent by WHITEBRIDGE . This Section is not applicable to service of process or notices in any legal proceedings.
20. Choice of Law. Each Merchant and each Owner acknowledges and agrees that this Agreement was made in the State of New York, that the Applications are being prepared and delivered in the State of New York, and that the State of New York has a reasonable relationship to this Agreement. This Agreement, any dispute or claim relating hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between WHITEBRIDGE and each Merchant, and the relationship between WHITEBRIDGE and each Owner will be governed by and construed in accordance with the laws of the State of New York, without regard to any applicable principles of conflict of laws.
21. Venue and Forum Selection. Any litigation relating to this Agreement, whether sounding in contract, tort, law, equity, or otherwise, or involving WHITEBRIDGE on one side and any Merchant or any Owner on the other must be commenced and maintained in any court located in the Counties of Kings, Nassau, New York, or Sullivan in the State of New York (the “Acceptable Forums”). Each Merchant and each Owner agrees that the Acceptable Forums are convenient, submits to the jurisdiction of the Acceptable Forums, and waives any and all objections to the jurisdiction or venue of the Acceptable Forums. If any litigation is initiated in any other venue or forum, the parties waive any right to oppose any motion or application made by any party to transfer such litigation to an Acceptable Forum. The parties agree that this Agreement encompasses the transaction of business within the City of New York and that the Civil Court of the City of New York (“Civil Court”) will have jurisdiction over any litigation relating to this Agreement that is within the jurisdictional limit of the Civil Court. Notwithstanding any provision in this Agreement to the contrary, in addition to the Acceptable Forums, any action or proceeding to enforce a judgment or arbitration award against any Merchant or any Owner or to restrain or collect any amount due to WHITEBRIDGE may be commenced and maintained in any other court that would otherwise be of competent jurisdiction, and each Merchant and each Owner agrees that those courts are convenient, submits to the jurisdiction of those courts, waives any and all objections to the jurisdiction or venue of those courts, and may oppose any motion or application made by any party to transfer any such litigation to an Acceptable Forum.
22. Jury Waiver. The parties agree to waive trial by jury in any dispute between them.
23. Counterclaim Waiver. In any litigation or arbitration commenced by WHITEBRIDGE , each Merchant and each Owner will not be permitted to interpose any counterclaim.
24. Statutes of Limitations. Each Merchant and each Owner agrees that any claim, whether sounding in contract, tort, law, equity, or otherwise, that is not asserted against WHITEBRIDGE within one year after its accrual will be time barred. Notwithstanding any provision in this Agreement to the contrary, each Merchant and each Owner agrees that any application made by any of them to stay an arbitration initiated against any of them by WHITEBRIDGE will be time barred if made more than 20 days after receipt of the demand for arbitration.
25. Costs. Each Merchant and each Owner must pay all of WHITEBRIDGE ’s reasonable costs associated with a breach by any Merchant or any Owner of the provisions of this Agreement and the enforcement thereof, including but not limited to collection agency fees, attorney fees, which may include a contingency fee of up to 40% of the amount claimed, expert witness fees, costs of suit, administrative fees in arbitration, and arbitrator compensation.
26. Prejudgment and Post judgment Interest. If WHITEBRIDGE becomes entitled to the entry of a judgment against any Merchant or any Owner, then WHITEBRIDGE will be entitled to the recovery of prejudgment interest at a rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if less, and upon entry of any such judgment, it will accrue interest at a post judgment rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if less, which rate will govern over the statutory rate of interest up until actual satisfaction of the judgment.
27. Legal Fees. If WHITEBRIDGE prevails in any litigation or arbitration with any Merchant or any Owner, then that Merchant and/or Owner must pay WHITEBRIDGE ’s reasonable attorney fees, which may include a contingency fee of up to 40% of the amount claimed.
28. Class Action Waiver. WHITEBRIDGE , each Merchant, and each Owner agree that they may bring claims against each other relating to this Agreement only in their individual capacities, and not as a plaintiff or class action member in any purported class or representative proceedings.
29. Arbitration. Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving WHITEBRIDGE on one side and any Merchant or any Owner on the other, including, but not limited to issues of arbitrability, will, at the option of any party to such action or dispute, be determined by arbitration in the State of New York. A judgment of the court shall be entered upon the award made pursuant to the arbitration. The arbitration will be administered either by Arbitration Services, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.arbitrationservicesinc.com, or by Mediation And Civil Arbitration, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.mcarbitration.org. Once an arbitration is initiated with one of these arbitral forums, it must be maintained exclusively before that arbitral forum and the other arbitral forum specified herein may not be used. Notwithstanding any provision to the contrary in the arbitration rules of the arbitral forum selected, the arbitration will be heard by one arbitrator and not by a panel of arbitrators, any arbitration hearing relating to this Agreement must be held in the Counties of Nassau, New York, Queens, or Kings in the State of New York, and any witness in an arbitration hearing who does not reside in or have a place for the regular transaction of business located in New York City or the Counties of Nassau, Suffolk, or Westchester in the State of New York will be permitted to appear and testify remotely by telephone or video conferencing. If any Merchant has a principal place of business located in the Commonwealth of Virginia, then no face-to-face arbitration proceedings will be required outside the Commonwealth of Virginia.
Each Merchant and each Owner acknowledges and agrees that this Agreement is the product of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, that the transactions contemplated under this Agreement will be made by wire transfer and/or ACH, which are also instrumentalities of interstate commerce, and that this Agreement therefore evidences a transaction affecting interstate commerce. Accordingly, notwithstanding any provision in this Agreement to the contrary, all matters of arbitration relating to this Agreement will be governed by and construed in accordance with the provisions of the Federal Arbitration Act, codified as Title 9 of the United States Code, however any application for injunctive relief in aid of arbitration or to confirm an arbitration award may be made under Article 75 of the New York Civil Practice Law and Rules or the laws of the jurisdiction in which the application is made, and the application will be governed by and construed in accordance with the laws under which the application is made, without regard to any applicable principles of conflict of laws. The arbitration agreement contained herein may also be enforced by any employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of WHITEBRIDGE .
In case any Merchant or any Owner defaults under this Agreement and the default and is not waived, each Merchant and each Owner consents to WHITEBRIDGE making an application in arbitration, without notice to any Merchant or any Owner, for the issuance of an injunction, restraining order, or other equitable or provisional relief in WHITEBRIDGE ’s favor, subject to court or arbitrator approval, restraining each Merchant and each Owner’s accounts and/or receivables up to the amount due to WHITEBRIDGE as a result of the default. Each Merchant and each Owner irrevocably authorizes and directs its financial institutions and account debtors to comply with any injunction, restraining order, or other equitable or provisional relief issued in WHITEBRIDGE ’s favor in arbitration under the terms of this Agreement, will hold harmless and indemnify WHITEBRIDGE and its employees, agents, attorneys, members, managers, officers, subsidiaries, affiliate entities, successors, and assigns from and against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) relating to the making or enforcement of any application for the issuance of an injunction, restraining order, or other equitable or provisional relief in WHITEBRIDGE ’s favor to restrain each Merchant and each Owner’s accounts and/or receivables, and will hold harmless and indemnify all financial institutions and account debtors from and against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) relating to compliance with any injunction, restraining order, or other equitable or provisional relief issued in favor of WHITEBRIDGE .
30. Service of Process. Each Merchant and each Owner consents to service of process and legal notices made by First Class or Priority Mail delivered by the United States Postal Service and addressed to the Physical Address listed in the Merchant Information section of the Merchant Application or any other address(es) provided in writing to WHITEBRIDGE by any Merchant or any Owner, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Owner agrees that it will be precluded from asserting that it did not receive service of process or any other notice mailed to the Physical Address listed in the Merchant Information section of the Merchant Application if it does not furnish a certified mail return receipt signed by WHITEBRIDGE demonstrating that WHITEBRIDGE was provided with notice of a change in the address.
31. Survival of Representation, etc. All representations, warranties, and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated unless specified otherwise in this Agreement.
32. Waiver. No failure on the part of WHITEBRIDGE to exercise, and no delay in exercising, any right under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.
33. Modifications; Agreements. No modification, amendment, waiver, or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all parties.
34. Severability. If any provision of this Agreement is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision necessary to make it valid and enforceable will be deemed to be part thereof. If any provision of this Agreement is deemed void, all other provisions will remain in effect.
35. Headings. Headings of the various articles and/or sections of this Agreement are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.
36. Attorney Review. Each Merchant and each Owner acknowledges that it has had an opportunity to review this Agreement and all addenda if any with counsel of their choosing before signing the documents or has chosen not to avail itself of the opportunity to do so.
37. Entire Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern.
38. Counterparts; Fax and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Facsimile and electronic copies of this Agreement will have the full force and effect of an original
