AGREEMENT
This Registration Form (the "Agreement") pertains to Santamaria, LLC’s Settlement Recovery Services ("Service") for the Visa MasterCard Class Action Settlement [In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL No. 1720] ("Settlement"). The Effective Date of this Agreement is the date this Agreement is successfully submitted electronically by the above identified Business ("Client").

 

COMPENSATION
In the event that Santamaria, LLC obtains or recovers any amounts on Client’s behalf related to those claims that have been approved by the Claims Administrator, Client agrees to pay Santamaria, LLC and hereby assigns to Santamaria, LLC, as compensation for this service, thirty percent (30%) of any amounts paid to or otherwise realized by the Client pursuant to this Agreement.  Client agrees that Santamaria, LLC’s fees shall be based upon the gross amounts attributable to Santamaria, LLC without deduction for any expenses of Santamaria, LLC ("Gross Recovery"). Client understands that the Gross Recovery will be paid to Santamaria, LLC, deposited into a Santamaria, LLC account and Santamaria, LLC will deduct its Performance fee before distributing the Client's share thereof.

 

SCOPE / AUTHORIZATION TO FILE CLAIM

(i) Identification and collection of transactions eligible for submission to the Claims Administrator.  Client agrees to assist in providing the necessary documentation which may be required and requested to complete the submissions.

(ii) Preparation and submission of the claim, including the documentation required per the terms of the settlement.

(iii) When the claims forms become available and the filing period opens, Santamaria, LLC will file a claim on behalf of the Client as provided herein. Following the submission of the claim, monitor all claim processing activities and respond to any requests by the Claims Administrator as required.

(iv) It is the sole responsibility of the Client to provide a complete and accurate Registration Form to Santamaria, LLC to ensure that Santamaria, LLC can file a valid and complete claim on behalf of the Client. Santamaria, LLC is not responsible for any action, benefit, or consequence to the Client in relation to the Service unless Santamaria, LLC receives a complete and accurate Registration Form prior to the Settlement's claim filing deadline.

Client promises, represents, and warrants to Santamaria, LLC the following:

(i) Client’s execution of this Agreement will not violate the terms of any pre-existing agreement(s) between Client and a third party.

(ii) Client has full power and authority and is duly authorized to execute and perform its obligations under this Agreement.

(iii) Client has taken all necessary entity actions to authorize and ratify Client’s execution and delivery of this Agreement and Client’s performance under this Agreement.

(iv) Client completely owns and has sufficient legal rights in and to all claims relating to the Settlement.

(v) Client will not sell, assign, or otherwise transfer any claim relating to the Settlement or any of its rights thereto to any third party after the Effective Date without the prior written consent of Santamaria, LLC, which may be withheld to preserve its rights hereunder (which may include, without limitation, a written agreement from the assignee ratifying and agreeing to be bound by the terms of this Agreement)

(vi) Client will not file or pursue a claim relating to the Settlement independently or with the assistance of any third party after the Effective Date of this Agreement.

 

FEDERAL LAW

Client acknowledges and agrees the Gross Recovery is a payment reportable to the Internal Revenue Service (“IRS”) on Form 1099-MISC. If and to the extent Santamaria, LLC is paid any amounts of the Gross Recovery and thereafter distributes to Client its share thereof, Santamaria, LLC may be required by Federal law to withhold and pay to the IRS a specified percentage (currently, 24%) of such Gross Recovery (such requirement is commonly referred to and known as backup withholding). Federal law requires Santamaria, LLC to conduct backup withholding before distributing any Gross Recovery if Client fails to provide a valid Taxpayer Identification Number (“TIN”) to Santamaria, LLC (i.e., a TIN is not provided, provided in an improper form, provided incorrectly to Santamaria, LLC, or provided for an entity or person whose name does not specifically match Client’s name) or Santamaria, LLC receives a CP2100 or CP2100A Notice from the IRS with respect to Client. Client acknowledges Santamaria, LLC’s potential obligations with respect to backup withholding requirements and agrees to provide a complete and accurate TIN to Santamaria, LLC (whether by submitting a fully executed IRS Form W-9 to Santamaria, LLC or otherwise) and to otherwise cooperate with Santamaria, LLC so that Santamaria, LLC can comply with its obligations in this respect.

 

LIMITATION OF LIABILITY

Client agrees to and shall indemnify, hold harmless and defend Santamaria, LLC from and against any and all claims, suits, actions, cause of actions, losses, damages, judgments, liabilities, penalties, fines, costs, or expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or resulting from:

(i) Client’s breach of this Agreement.

(ii) Client’s failure to perform or observe any of its covenants or obligations under this Agreement.

(iii) any of the promises, representations, or warranties of Client in this Agreement becoming or proving to be untrue or incorrect in any material respect, or

(iv) Client’s violation of any law, statute, ordinance, order, rule, or regulation.

 

INITIAL TERM OF AGREEMENT

The term of this Agreement ("Initial Term") shall commence on the date set forth herein above (the "Effective Date") and shall continue in full force and effect for a period of three (3) years, unless earlier terminated as hereinafter provided. Upon the expiration of the Initial Term, this Agreement shall automatically be renewed for successive one (1) year terms (each, a "Renewal Term"), unless earlier terminated as hereinafter provided. If Santamaria, LLC has submitted a claim on behalf of Client with respect to the Settlement prior to the effective date of a timely delivered written notice of termination from Client (a "Prior Submitted Claim"), then this Agreement may not be terminated with respect to the Prior Submitted Claim and Santamaria, LLC shall complete the process for recovering any Settlement amounts related thereto, providing its services and making any payment(s) to Client related thereto, and collecting and/or retaining any service fees and Performance fee related thereto in accordance with the provisions of this Agreement. Except with respect to a Prior Submitted Claim, Client shall have the right to terminate this Agreement for any or no reason within thirty (30) days from the Effective Date hereof by timely delivering to Santamaria, LLC written notice of its desire to rescind and terminate this Agreement. Further, except with respect to a Prior Submitted Claim, this Agreement may be terminated by either Santamaria, LLC or Client providing no more than ninety (90) days’ and no less than sixty (60) days’ advance written notice to the other party of its intent to terminate this Agreement upon the expiration of the Initial Term or the then current Renewal Term. Upon the termination of this Agreement, the parties shall have the continuing rights and obligations hereinbefore set forth.

 

LAW GOVERNING AGREEMENT

This Agreement contains the entire agreement of the parties. The invalidity of one provision of this Agreement shall not affect any other provision. Each party has had the opportunity to review this Agreement with legal counsel of its choice. This Agreement shall be construed in accordance with and governed by the laws of the State of California, without regard to its conflicts of laws provisions. Exclusive venue for any dispute with respect to this Agreement shall reside in a court of competent jurisdiction in the state of California. Client will be responsible for all fees earned by Santamaria, LLC under this Agreement.

​

FORM SUBMISSION

By submitting this Registration Form to Santamaria, LLC, I agree that I have the authority to register in this Service on behalf of the above referenced entity previously defined as the Client, and I have read and agree to all sections of this Agreement. Client hereby authorizes any of its current and/or past payment card processing companies and merchant services providers to provide available data to Santamaria, LLC, and authorizes Santamaria, LLC to access and utilize such data to the extent reasonably necessary for Santamaria, LLC to process Client's claim. Client hereby authorizes Santamaria, LLC:

(i) To execute a claim form on Client's behalf.

(ii) Submit a claim for reimbursement under the terms of the Settlement or negotiations or dispute resolutions related thereto.

(iii) To collect, reconcile and distribute the funds that may be due to the Client from the Settlement.

(iv) To retain the Performance fee from any amounts recovered.

Submission of a completed Agreement to Santamaria, LLC is represented by clicking the "Submit" button below, and this electronic registration will have the same force and effect as an original signature on a paper copy / hard copy of this Agreement.

 

Thank you for the opportunity to assist you with this settlement claim.  If the above terms and conditions meet with your approval, please submit the completed form.

DISCLAIMER
California Consumer Privacy Act Disclaimer: Santamaria, LLC will not sell your personal information to any party. If you terminate this Agreement, you may request that Santamaria, LLC destroy your personal information; you may request an overview, in a commonly used format, of the data Santamaria, LLC processes about you; you may request correction or deletion of data if it is incorrect or no longer relevant.

ACKNOWLEDGMENT
Client has been advised by Santamaria, LLC as required by the Court that Plaintiffs in the Rule 23(b)(3) Class (Money Damages Class) have reached a proposed settlement in this action. Materials reflecting this proposed settlement were filed September 18, 2018 with the Court. If the settlement is approved, no-cost assistance will be available from the Class Administrator and Class Counsel during any claims-filing period. No one is required to sign up with any third-party service in order to participate in any settlement. For additional information regarding the status of the litigation, interested persons may visit www.paymentcardsettlement.com, the Court-approved website for this case.