Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Form 10-Sb 31 118K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 6 23K
Liquidation or Succession
3: EX-3.(I) Articles of Incorporation/Organization or By-Laws 4 17K
4: EX-3.(II) Articles of Incorporation/Organization or By-Laws 22 74K
5: EX-4 Instrument Defining the Rights of Security Holders 1 7K
6: EX-10.1 Material Contract 7 27K
7: EX-10.2 Material Contract 3 14K
8: EX-10.3 Material Contract 4 16K
9: EX-10.4 Material Contract 4 16K
10: EX-10.5 Material Contract 6± 25K
11: EX-21 Subsidiaries of the Registrant 1 6K
12: EX-27 Financial Data Schedule 1 9K
ATM PROCESSING AGREEMENT
Electronic Processing, Inc.
Payment Systems Division of NBA
8787 Complex Drive
San Diego, CA 92123
888.712.1611
Fax 619.712.1617
This Agreement Is effective this day of , 199
between ELECTRONIC PROCESSING. INC, 8787 Complex Dr., San Diego, CA 92123
('EPI'), and
("Customer"),
1. Equipment: Customer agrees to operate an AUTOMATED TELLER MACHINE (ATM) on a
promises in an Indoor location(s) as mutually agreed and as identified below. ("
Location").
Location Name (Where ATM will be located):
Phone:
Fax:
Location Address:
City:
State:
Zip:
Location Contact:
Type of Business (include SIC Code)
2. Availability: Customer agrees that the ATM shall at all times remain
available for use by Location's customers during Location's normal business
hours for the term of this Agreement. The previous sentence notwithstanding, EPI
reserves the right to schedule reasonable downtime to accomplish necessary
maintenance or system improvements. These improvements are at the sole
discretion of the Processing Center and should not to exceed five percent (5%)
of available time, per calendar month,
3, Transaction Processing Fees: EPI agrees to pay Customer for each transaction
made on the ATM, hereinafter Customer Rebate ("CR"). The CR for this purpose is
defined as any surcharged cash withdrawal made from a cardholder's account on
the Location's ATM.
EPI will pay Customer in accordance to options in below.
SECTION A TRANSACTION FEE INFO
SURCHARGE AMOUNT [ ] $1.00 [ ] $1.50
[ ] $2.00 [ ] OTHER______
Plan "A" (QSP)
CUSTOMER REBATE ________ %
MONTHLY ACCESS &
STATEMENT FEE $ 0.00 _____ INITIAL
Plan "B"
CUSTOMER REBATE $ _________
MONTHLY ACCESS &
STATEMENT FEE $ 30 ______ INITIAL
Customer understands they will receive a rebate on valid surcharged cash
withdrawal transactions only.
Customer may be charged fees for transaction activity based upon Individual
Network policy. EPI, or any of its assignors may debit Customer's bank account
for the amount of monthly fees or any overdue invoices.
Customer acknowledges that without notice, transaction fccs and CR's may be
adjusted to reflect any charges in fees from the processor, banks or Network
fees assessed EPI. Customer understands monthly fees for Plan "B" are
automatically deducted from any applicable rebates as may be noted in section A.
Customer's bank account will be credited or debited the net amount of rebates or
fees on a monthly basis. CR will continue as long as EPI receives them from the
Networks. CRs for transactions will be disbursed monthly via ACH direct debit by
EPI on the first Thursday following the 20th of each calendar month following
the calendar month In which the transactions occurred.
4 Installation & Setup: Upon execution of the Agreement. Customer authorizes EPI
or any of its agents or third party service providers to install the ATM(s) at
the location(s) set forth on the Agreement. Any special installation requests or
circumstances requiring additional charges to be incurred arising due to
Customer. will be paid by Customer. If for any reason the Customer does not
comply with the obligations of this paragraph or otherwise defaults under this
Agreement, Customer shall be responsible for all costs and expanses associated
with the installation, set-up and any subsequent de-installation of the
Terminal(s) incurred by EPI. CUSTOMER FURTHERMORE AUTHORIZES EPI TO DEBIT
CUSTOMER'S BANK ACCOUNT (AS SHOWN ON ACH AUTHORIZATION RELEASE ("ACH") ATTACHED
TO THIS AGEEMENT) TO REIMBURSE EPI FOR SUCH COSTS AND EXPENSES.
5. Location Access: EPI shall at any reasonable time and at all times during
business hours have the right to enter location for the purpose of inspecting,
repairing, maintaining, or upgrading the ATM and observing its use.
6. Processing Services: EPI agrees to provide and Customer agrees to utilize
exclusively during the term of this Agreement. such data processing services as
EPI, in its sole discretion, has selected to process all ATM transactions.
Customer agrees to accurately complete, or has accurately completed, all of he
necessary documentation as is reasonably required by EPI to facilitate the
implementation and delivery of such processing and other services. Monthly
reports will be mailed to the Customer address listed on the reverse bottom side
of this document unless Customer specifies. otherwise in writing.
7, Inventory Requirements:
a. Customer shall inventory an adequate supply of paper and ribbons at
Location's premises. which are available from EPI at a cost to the Customer,
b. Customer shall keep sufficient amounts of cash in ATM at all times ("Cash
Replenishment").
c. Customer is responsible for monthly terminal balancing.
d. Customer, may at its sole discretion seek to hire or contract out the
services of Cash Replenishment.
e. EPI will maintain daily transaction data to assist in the balancing
process should the Customer require assistance.
8. Phone & Electrical Requirements: Customer shall, at its expense, provide and
maintain a business telephone line and one (1) operating isolated ground power
outlet (110V) both directly behind the intended installation area of the ATM.
Customer shall pay for monthly charges incurred in connection with such
telephone line and electrical power usage.
9. Exclusivity: Customer shall not permit the removal of the ATM from the
Premises nor allow the placement of any other ATM on the Premises nor subscribe
to any other data processing service for processing ATM transactions during the
term of this Agreement, except as may be agreed by EPI In writing or required by
any lessor of the ATM.
10. Insurance Requirements: Customer agrees to protect the ATM from damage,
loss, theft or destruction. Customer shall provide and maintain property
insurance against loss, theft. damage or destruction of the ATM in an amount not
less than the full replacement value of the ATM. Insurance shall include a
waiver of any subrogation rights and Customer waives any right of recovery
against EPI arising from such loss, theft, damage or destruction. Customer is
solely responsible for providing security against theft at the location and EPI
shall have no liability to Customer in the event of theft or damage. All cash
kept in the ATM shall be the property of the Customer (unless those services
have been hired or contracted out) and Customer shall bear the risk of loss if
any cash is stolen or otherwise lost or destroyed. Customer agrees it shall make
no alteration nor addition to the ATM and shall not permit anyone, other than an
authorized representative of EPI, to perform any service or repair work on the
ATM without EPI's prior written approval.
11. Term & Termination: The Initial term of this Agreement shall be a minimum of
five (5) years. The initial term shall commence upon the date hereof and shall
be automatically renewed after the initial term for successive twenty four (24)
month terms: provided, however that either party may. by giving other party
ninety (90) days prior written notice, terminate this Agreement at the end of
initial or subsequent terms, Should this Agreement be terminated or breached
prior to the and of the initial term by the Customer, Customer agrees to pay a
one time termination fee equal to the number of months remaining on the initial
term at the rate of $75 per month. This fee will be deducted via ACH debit at
the time termination is determined. Unless a written notice of termination is
received, ATM inactivity for a period of 30 days will constitute Customer's
termination of this Agreement,
12. Property Ownership or Lease Terms: Customer represents and warrants that it
is the owner of the Location or holds an agreement with the owner of the
Location, that it holds a lease or an agreement with the holder of the lease or
an option to renew the lease or an agreement with the holder of the option to
renew the lease for said location of equal or greater length than the initial
five-year term of this Agreement.
13. Equipment Relocation: In the event Customer transfers or moves its business
from the location, Customer shall notify this EPI not less than thirty (30) days
prior to any such event. In such event, this Customer shall be automatically
deemed amended to apply to Customers new Location for the remaining term of this
Agreement. The ATM shall be placed in a mutually agreed upon indoor location or
locations.
14. Cancellation: In addition to paragraph 11, either party may terminate this
Agreement in its entirely, effective thirty (30) days after receipt of written
notice of termination upon the occurrence of a default, provided that such
default continues for more than thirty (30) days after receipt of notice of such
default. All notices hereunder shall be in writing and shall be by registered or
certified return receipt requested, addressed, if to EPI at its address as
listed below, and, if to Customer simply to whom it may concern, at its address
as listed below, Any party may change its address for notice in accordance with
the terms of this paragraph. All notices shall be deemed receive three (3)
business days after the date of such mailing
15. Limitation of Liability:
a. Except for insuring that funds are transferred to reimburse Customer for
cash dispensing transactions, EPI'S SOLE LIABILITY, IF ANY. TO CUSTOMER
HEREUNDER, EXCEPT AS OTHERWISE PROVIDED, SHALL BE TO REMEDY ANY BREACH OF THIS
AGREEMENT IN A TIMELY MANNER, EPI SHALL HAVE NO LIABILITY FOR SPECIAL INCIDENTAL
OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OR SUMS PAID BY CUSTOMER TO THIRD
PARTIES.
b. Customer and EPI agree that these provisions herein am reasonable in light
of all present and predictable circumstances, including but not limited to. any
and all fees charged by EPI under this Agreement and the possible amount of
actual damages to Customer.
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c. No action arising out of this Agreement may be brought by either patty
more than one year after the cause of action occurred.
d. If EPI Is required to appear in, or is made a defendant in, any legal
action with respect to the cash dispensing services, Customer shall indemnify
and hold EPI harmless from all loss. liability and expense, except for any loss,
liability or expense arising out of EPI's own lack of reasonable care. In which
case EPI liability shall be limited as provided above.
e. Customer agrees that EPI will not be liable for loss, expense or cost
incurred by Customer, customers or any persons or entity as result of any cause
beyond the reasonable control of EPI including but not limited to, weather and
all other Acts of God, war, fire, explosions, power failures, Government
priorities, labor stoppage, supplier failure or delay, civil disorder,
malfunction or breakdown of equipment, transportation facilities or other
equipment of any nature. EPI's performance shall be exercised during the
pendency of any such event but EPI shall use its best efforts to limit the
duration of any such delay.
f. In any dispute between parties. whether or not resulting In litigation.
the prevailing party shall be entitled to recover from the other party all
reasonable costs including, without limitation, reasonable attorney's fees.
'Prevailing party' shall include, without limitation, a party who dismisses an
action for recovery in exchange for sums allegedly due, performance for
covenants allegedly breached or consideration substantially equal to the relief
sought in the action or which receives, in connection with any dispute,
performance from the other party substantially equivalent to any of these.
g. EPI MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE CASH
DISPENSING SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. NO ORAL OR
WRITTEN PRESENTATION OR STATEMENT MADE BY EPI OR ANY OF ITS AGENTS OR EMPLOYEES
INCLUDING BUT NOT LIMITED TO, ANY SPECIFICATIONS, DESCRIPTIONS OR STATEMENTS
CONTAINED IN USER GUIDES PROVIDED TO CUSTOMER, SHALL BE BINDING UPON EPI AS A
WARRANTY PROMISE OF PERFORMANCE UNLESS EXPRESSLY CONTAINED IN THIS AGREEMENT.
16. Not Assignable: Customer shall not assign or in any way dispose of all or
any part of its rights or obligations under this Agreement without the prior
written consent of EPI.
17. Controlling Law: This Agreement shall be construed, interpreted and enforced
in accordance with the laws of the State of California. The jurisdiction and
Venue for any legal proceeding to interpret or enforce this Agreement shall be
in San Diego County, California.
18. Cardholder Chargebacks: In the event any transaction is disputed by the
cardholder's financial institution and as a result is charged back by that
financial institution, Customer hereby authorizes charging any such disputed
amount (plus any assessed fees) directly to Customer's clearing account as
defined in the signed ACH or any such disputed amount (plus any assessed fees)
may, at EPI's discretion, offset and reduce any CR's due Customer pursuant to
Paragraphs 3, above.
a. In accordance with Banking Regulation E and NACHA rules, requests for
adjustments of transaction amounts may not be made more than ninety (90) days
from transaction date.
19. Customer Service: EPI will provide Customer with a TOLL FREE, 24 hour
Customer Help line to be used by Customer and/or Location's employees in the
event help is needed in regards to the ATM.
20. Waiver: A waiver by either party of a breach of any provision of this
Agreement shall not constitute a waiver of that party's rights to otherwise
demand strict compliance with this Agreement and any and all provisions hereof .
21. Entire Agreement: This Agreement constitutes the entire Processing Agreement
of the parties hereto. There are no other promises, representations, terms,
conditions or obligations other then those contained herein. This Processing
Agreement, except for a corresponding ATM Application and Purchase Agreement.
supersedes all prior communications. representations or agreements, oral or
written. between the parties in regard to the services that EPI or the ATM
provides and shall not be modified except in writing and signed by both parties.
IN WITNESS WHERE0F, the undersigned duty authorized representatives of the
parties have executed this Agreement as of the day and year last stated below.
ELECTRONIC PROCESSING, INC,
8787 Complex Dr.
San Diego, CA 92123
819.712.1611
By:
Noah C. Wieder
Vice President - ATM _______________
Date
CUSTOMER
--------------------------
Customer Name
--------------------------
Address
--------------------------
City, State Zip
By: _______________________
----------------------------
Printed Name Title
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