Terms & Conditions

Municipal Vendor Services Inc.

Vendor Enrollment Agreement

Membership Terms and Conditions

(Last updated: April 18, 2024)

PLEASE READ THIS AGREEMENT CAREFULLY. ALL VENDORS PARTICIPATING AT THE MEMBERSHIP LEVEL MUST AGREE TO THE FOLLOWING TERMS AND CONDITIONS WITHOUT MODIFICATION OR ADDITION.

This Agreement (as may be modified from time to time in accordance with its terms, the “Agreement”) is between Municipal Vendor Services Inc. with offices located at: 42 Brant Ave, Clark NJ 07066 USA (“MVSI”) and the entity (“Applicant”) whose application to participate in the MVSI Expedited Payment Program (the “Program”) offered by MVSI has been accepted by MVSI through notification to Applicant’s representative designated in the application and enrollment process (“you” or “Representative”).

BY CONFIRMING ACCEPTANCE OF THIS AGREEMENT IN THE MANNER INSTRUCTED BY MVSI IN A MEMBERSHIP ACCEPTANCE NOTIFICATION, AS APPLICANT’S REPRESENTATIVE YOU (1) ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOURSELF AND THE APPLICANT, (2) REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT, AND(3) REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF THE APPLICANT AND THAT YOU HAVE THE AUTHORITY TO BIND APPLICANT TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CONFIRM YOUR ACCEPTANCE OF THIS AGREEMENT AS INSTRUCTED IN THE MVSI ACCCEPTANCE NOTIFICATION AND APPLICANT SHALL NOT PARTICIPATE IN THE MVSI EXPEDITED PAYMENT PROGRAM.

This Agreement and Applicant’s Membership are effective on the date the Representative accepts the Agreement on behalf of Applicant as instructed by MVSI in the Expedited Payment Program Membership acceptance notification (“Effective Date”). As of the Effective Date Applicant is deemed a “Member.” MVSI reserves the right to modify or replace the terms and conditions of this Agreement, at any time, in MVSI’s sole discretion. MVSI will indicate at the top of this Agreement the date it was last updated. Any changes from the previously posted version will be effective immediately upon posting the revised version on the website https://getmvsi.com/ (the “Site”) (or such later effective date as may be indicated at the top of the revised Agreement). Continued participation by Expedited Payment Program at the Membership level following the posting of a revised version of this Agreement on the Site will constitute Member’s acceptance of the modified terms and conditions. If Member does not agree to the changes, Member must stop participating in the Program at the Member level and provide notification of termination to MVSI in accordance with Section 5 below. MVSI may at its discretion provide other methods by which Member is required to accept changes to this Agreement in order to continue its Membership.

The Participant (government entity) in the Program as offered by MVSI offers the Vendor an opportunity to receive expedited payments with respect to accounts owing by the Participant to Vendor under the Contract (an “Account”). Thus, effectuating a sale between the vendor and MVSI of the accounts receivable obligation, due and owned by the participant. By virtue of Participant approval, Participant will notify MVSI of each Account and corresponding Accounts Receivable obligation it has approved for payment (an “Approved Payable”) / purchase from the Vendor by MVSI and the related amount approved (the “Approved Amount”);

In consideration of the mutual agreements in this Vendor Agreement, Vendor and MVSI agree as follows:

This agreement will be effective upon delivery by Vendor to the Participant and MVSI of a Participation Notice (see Schedule A), following which the Vendor will deliver to the Participant an invoice for each Account (“Vendor Invoice”).
Vendor irrevocably accepts, as full payment and satisfaction for each Approved Amount, the Accelerated Payment Amount (“APA”) as long as the APA is made by MVSI to Vendor on or before the [third (3rd) business day] after the date the Participant notifies MVSI of such Approved Amount (the “Early Payment Date”). The APA is the product of the Approved Amount, multiplied by .95 (95% / ninety five percent) stated as the “convenience fee” and representing purchase price paid to the Vendor by MVSI. Upon such payment, full rights of ownership of the Accounts Payable (Invoice) are immediately transferred to MVSI and may be assigned, pledged or disposed of in any manner allowable by law. Immediately upon the successful payment to the Vendor, 100% (one hundred percent) of the equity value is legally transformed to the company MVSI
Vendor assigns, transfers and conveys to MVSI all of its right to receive an Approved Payable and the related Approved Amount.
Upon payment of the APA, MVSI shall be fully subrogated to all of the Vendor’s rights of recovery to the Approved Amount (at the full, non-discounted amount), and all rights, remedies and claims with respect to the Approved Payable. Vendor agrees that the Approved Payable shall not be pledged, and has not been pledged, as part of a UCC filing or elsewhere, that the Approved Payable shall not be encumbered in any way and that Vendor shall indemnify and hold MVSI harmless against any encumbrances.
Vendor may terminate its participation in the Program at any time, with or without cause, by giving MVSI electronic notice of termination via email to: members@getmvsi.com. Any Termination Notice will be effective on the third (3rd) business day after it is received by the Participant and MVSI and shall not affect any rights of MVSI with respect to any Approved Payable for which the APA has been paid to Vendor prior to such effective date.
MVSI shall notify Vendor on the same day MVSI makes any APA or upon termination of the Participant’s participation in the Program. Termination of the Participant’s participation in the Program will result in termination of MVSI’s obligation to make APAs with regard to any Approved Amounts.
MVSI is not obligated to pay Vendor the APA for any Approved Payable on or before its Early Payment Date or provide any financing or credit to Vendor.
This agreement does not conflict with or violate any other agreement or obligation of Vendor. Vendor irrevocably appoints MVSI (acting through any person designated by MVSI) as Vendor’s attorney-in-fact, so that MVSI may endorse, in the name of Vendor, all checks, drafts, trade acceptances or other forms of payment tendered by the Participant and payable to Vendor on Vendor Invoices for which MVSI has made the related APA. The above power of attorney is coupled with interest.
MVSI will only make APAs on Approved Amounts. In addition, MVSI may, in its discretion, elect not to make payment (a) with respect to any Approved Amount which represents a materially higher amount than Vendor’s historical payment.
Vendor hereby authorizes and instructs MVSI to make all payments with respect to Accounts to the “Pay-To-Address” as instructed by Vendor at time of Vendor sign-up, until such time as Vendor notifies MVSI and the Participant in writing to make payments to another address.
Vendor hereby irrevocably authorizes and instructs the Participant to make all payments with respect to Accounts to the following “Revised Vendor Pay-To-Address” until such time as MVSI notifies the Participant in writing to make payments to another address:

Municipal Vendors Services, Inc.
42 Brant Ave,
Clark NJ 07066
Vendor agrees to fully indemnify MVSI
MVSI reserves the right to terminate any and all such services as outlined above extended to any Vendor at any time including any transactions that may be in process at the time of such notice. Accordingly, such termination shall immediately relieve MVSI.
It is understood and unilaterally accepted that vendor’s participation in the program and their acceptance of all terms, conditions and requirements therein is solely voluntary and as reflected above, the company MVSI al all times, retains the right terminate services at its sole discretion. Under such circumstances MVSI holds no obligation nor may be provoked or compelled otherwise to provide any such services that may have been terminated. Conversely, MVSI at its sole discretion may elect to re-instate such services should it so wish to do so.

WHEREFORE, Vendor agrees to all components above in their entirety. Any disputes will be tendered in writing and shall be governed under the the New Jersey State Statutes governing such matters.

Terms & conditions as set forth above are approved and accepted by the Vendor in their entirety.