merchant atm agreement

ATM Docs Rev 10.20.17

Merchant ATM Agreement

ATM Owner Processing Agreement -3

ATM Operator Agreement Page 4

ACH Authorization Release Page 5

Commercial Lease Application Page 6

Non-Cancelable Commercial ATM Lease Agreement Page 7-8

W-9 Page 9

Additional Required Items

Copy of Business License (Sole Proprietorships)

OR

Copy of Articles of Incorporation (All other Business Types)

AND

Copy of Drivers License or Photo ID

ATM Docs Rev 10.20.17 Page 1

BUSINESS NAME(S) (PLEASE PRINT CLEARLY)

Exact Legal Name (as shown on Federal Tax Return): Business dBA Name:

Mailing/Billing Address: Physical Street Address (if different from mailing address):

City, State, zip: City, State, zip:

Corporate Phone #: Fax #: dBA Contact: dBA Phone #:

Corporate Email Address: Type of goods or services sold:

Website Address: Mail Correspondence To: ❑ Physical Street Address ❑ Mailing/Billing AddressMERCHANT PROFILE (BE ACCURATE-MUST BE APPROVED BY BANK)

Type of Ownership: ❑ Sole Proprietor ❑ Partnership ❑ PA or PC ❑ Corporation ❑ Limited Liability Co. ❑ Not for Profit ❑ City/Government Federal Tax #: __/__/__/__/__/__/__/__/__/Type of goods or services sold: Have you ever accepted Visa/MasterCard? ❑ yes ❑ No

If yes, list name of most recent processor:

Has this business or any associated principal been terminated as a Visa/MasterCard, discover, or American Express merchant? ❑ yes ❑ No

Has MERCHANT or any associated principal identified below filed bankruptcy or been subject to involuntary bankruptcy? ❑ yes date: ❑ No

years Applicant Owned Business: # of Locations: Hours of Operation:

M-F: Sat/Sun:

TICKET SIzE: BANKCARD SALES PROFILE (BE ACCURATE): MERCHANT TYPE:

REQUESTEDTICKET SIzE*:

AVERAGE: HIGH:Card Swipe: % ❑ Retail

❑ Restaurant

❑ Service

❑ Seasonal

❑ Internet

❑ MOTO

❑ Lodging/Car Rental

❑ B2B

❑ City/GovernmentMONTHLY VOLUME*:

AVERAGE: HIGH: Manual with Imprint,Card Present:

%

ANNUAL VOLUME: Mail/Telephone Order: %

*The Ticket Size and Monthly Volume amounts are subject to credit approval. Internet: %

BANK ACCOUNT INFORMATION: ATTACH VOIDED CHECK Total: 100 %

Name of Bank: Bank Contact: Bank Phone #:

Checking Account #: Routing/Transit #:(9 digits)

date Opened:

ATM OWNER PROCESSING AGREEMENTThis ATM OWNER PROCESSING AGREEMENT ("Agreement") is made by and between First American Payment Systems, L.P., a Texas limited partnership (“FIRST AMERICAN”), 100 Throckmorton Street, Suite 1800, Fort Worth, TX 76102 and the undersigned Merchant, who is the owner or lessee of an ATM. The provisions of the attached ATM Processing Terms & Conditions are a part of this Agreement. Those provisions must be read before signing. By signing below, you agree to the provisions on the attached Agreement. This Agreement is effective the date signed by FIRST AMERICAN.

FIRST AMERICAN uSE ONLy

TERMINAL Id#: ____________________________

MERCHANT PROFILE (BE ACCURATE-MUST BE APPROVED BY BANK)

Type of Ownership: ❑ Sole Proprietor ❑ Partnership ❑ PA or PC ❑ Corporation ❑ Limited Liability Co. ❑ Not for Profit ❑ City/Government Federal Tax #: __/__/__/__/__/__/__/__/__/Type of goods or services sold: Have you ever accepted Visa/MasterCard? ❑ yes ❑ No

If yes, list name of most recent processor:

Has this business or any associated principal been terminated as a Visa/MasterCard, discover, or American Express merchant? ❑ yes ❑ No

Has MERCHANT or any associated principal identified below filed bankruptcy or been subject to involuntary bankruptcy? ❑ yes date: ❑ No

years Applicant Owned Business: # of Locations: Hours of Operation:

M-F: Sat/Sun:

TICKET SIzE: BANKCARD SALES PROFILE (BE ACCURATE): MERCHANT TYPE:

REQUESTEDTICKET SIzE*:

AVERAGE: HIGH:Card Swipe: % ❑ Retail

❑ Restaurant

❑ Service

❑ Seasonal

❑ Internet

❑ MOTO

❑ Lodging/Car Rental

❑ B2B

❑ City/GovernmentMONTHLY VOLUME*:

AVERAGE: HIGH: Manual with Imprint,Card Present:

%

ANNUAL VOLUME: Mail/Telephone Order: %

*The Ticket Size and Monthly Volume amounts are subject to credit approval. Internet: %

BANK ACCOUNT INFORMATION: ATTACH VOIDED CHECK Total: 100 %

Name of Bank: Bank Contact: Bank Phone #:

Checking Account #: Routing/Transit #:(9 digits)

date Opened:

EQUIPMENT INFORMATION

ATM INFORMATION

BANK ACCOUNT INFORMATION

Quantity Equipment Make Equipment Model Cash Price $

Sales Tax (rate __________%) $

TOTAL CASH PRICE $

Surcharge Amount: denomination: ❑ $10 ❑ $20 ❑ $50 ❑ $100

Surcharge to Merchant: ATM Connection Type: ❑ dial-up Phone #: ❑ High-Speed Internet

Monthly Network Access Fee:

$30.00Regulatory Compliance Fee (One Time):

$50.00

Bank Name: Routing #:(9 digits)

Account #:

ATTACH PREPRINTED VOIDED CHECK HERE

100 Throckmorton Street, Suite 1800 • Fort Worth, Texas 76102(800) 218-9344 • Fax: (817) 317-9191 • www.first-american.netAttention: ATM department - [email protected]


X _____________________ ______ X ____________________ _______ GuARANTOR SIGNATuRE #1 dATE GuARANTOR SIGNATuRE #2 dATE

FOR OFFICE uSE ONLy:

______________________ ______ ______________________________ACCEPTEd By FIRST AMERICAN PAyMENT SySTEMS, L.P. dATE SO#/REP#

Merchant dBA Name: ____________________________________________________________________________________________________________________ATM Owner Processing Agreement, continued

Debit/Credit Authorization: MERCHANT hereby authorizes First American Payment Systems, L.P. (“First American”) to initiate debit/credit entries to any bank account. The authority is to remain in full force and effect until all obligations of MERCHANT to First American have been performed and paid in full or First American has received written notification from MERCHANT of its termination in such a manner as to afford First American reasonable opportunity to act on it. This authorization extends to all entries including, but not limited to, lease, rental or purchase agreements for ATM equipment and amounts due for service, supplies and materials. MERCHANT authorizes First American or any other credit reporting agency employed by First American, or any other agent of First American, to make inquiries that First American deems appropriate, including but not limited to background investigations, credit reports, and other lawful sources to investigate, verify, or research any information obtained from merchant or contained herein for the purpose of this Agreement or any application for accompanying ATM equipment financing. MERCHANT authorizes First American to release information disclosed on the Agreement and/or information regarding MERCHANT's transactions and experiences between First American and MERCHANT to First American's vendors, affiliates, third parties or business partners. MERCHANT may not change or alter its account information without thirty (30) days prior written notification to First American and the execution of any forms or instruments deemed reasonably necessary by First American.

ACKNOWLEDGEMENTS

X _________________________________________________________________________ _______________________________________________ __________________________ SIGNATuRE #1 TITLE dATE

X _________________________________________________________________________ _______________________________________________ __________________________ SIGNATuRE #2 TITLE dATE

Early termination of this Agreement may result in an Early Termination Fee as described in paragraph 15 of the Terms & Conditions.

All parties mutually agree that this is a commercial contract between businesses, not a consumer contract.

IMPORTANT NOTICE: All information contained in this Agreement was supplied by MERChANT and/or Guarantor. First American Payment Systems, L.P. shall not be responsible for any change in printed terms unless specifically agreed to in writing by an officer of First American Payment Systems, L.P. First American Payment Systems, L.P. may exercise the legal rights and receive the benefits of all provisions, terms and conditions hereof.

Assignment of Agreement: This Agreement, if accepted by assignee hereunder in accordance with the terms and conditions of this Agreement, may be assigned by First American Payment Systems, L.P. (hereinabove defined as “First American”), or their respective affiliates or subsidiaries, to third parties without prior notice to MERCHANT. In the event of such assignment, all rights and obligations of First American set forth in this Agreement will be assumed by such third party or parties. By signing below, MERCHANT hereby consents to such assignment.

MERCHANT uNdERSTANdS THAT THIS AGREEMENT SHALL NOT TAKE EFFECT uNTIL MERCHANT HAS BEEN APPROVEd By FIRST AMERICAN PAyMENT SySTEMS, L.P., ANd A TERMINAL IdENTIFICATION NuMBER IS ISSuEd.

MERCHANT and each Guarantor by signing below acknowledge to have received, read, and be bound by the Agreement. By signing below, MERCHANT acknowledges no verbal agreements or representations have been made and MERCHANT and Guarantor have relied solely on the Agreement.The undersigned personally warrants and represents that the persons identified in numbers 1 and/or 2 have the authority to execute the Agreement and the Terms & Conditions on behalf of the herewithin named entity and bind the entity to the Terms & Conditions.

PRINT LEGAL NAME OF MERCHANT BUSINESS - DO NOT SIGN INCOMPLETE DOCUMENT

INDIVIDUAL GUARANTY (NO TITLES)

The undersigned jointly and severally (if more than one) unconditionally guarantee to First American Payment Systems, L.P. and their successors and assigns (“First American”) the full and prompt payment when due and performance of all the obligations of every kind of MERCHANT arising directly or indirectly out of the Agreement and all amendments or extensions thereto (collec-tively, the “Agreement”) or any document or agreement executed and delivered by MERCHANT in accordance with the terms of the Agreement. This is a continuing guarantee and shall not be discharged or affected by each of the undersigned, shall bind the estate, heirs, administrators, representatives, successors and assigns, and may be enforced by or for the benefit of any assignees or successor of First American. Each of the undersigned hereby consents and agrees that First American may at any time, and from time to time, without notice to or further consent from any Guarantor, either with or without consideration, surrender any property or other security of any kind or nature whatsoever held by it or by any person, firm or corporation on its behalf or for its account, securing the liability of MERCHANT hereby guaranteed; substitute for any collateral so held by it other collateral of like kind, or of any kind; grant releases, compromises and indulgences with respect to the liability of MERCHANT hereby guaranteed and to any persons or entities now or hereafter liable therefore or hereunder; release any Guarantor of MERCHANT; or take or fail to take any action of any type whatsoever, and no such action which First American shall take or fail to take in connection with the Agreement or for the performance of any obligations or undertak-ings of MERCHANT, nor any course of dealing with MERCHANT or any other person, shall release any Guarantor’s obligations hereunder, affect this Guaranty in any way or afford any Guarantor any recourse against First American.

The undersigned agrees, consents and submits to the Courts of the State of Texas, County of Tarrant, and agrees that such courts shall have exclusive jurisdiction and shall be the proper venue for the determination of all controversies and disputes arising hereunder. The undersigned agrees to pay all attorney fees and other expenses incurred by First American. By signing below, each Guarantor hereby agrees: (i) to have read and accepted all terms and conditions of this Agreement contained herein, and (ii) that he/she will benefit from the services and financial accommoda-tions provided to MERCHANT’s business.

First American may proceed against any Guarantor with or without joining or first proceeding against MERCHANT or any other persons. The undersigned further unconditionally authorize(s) First American or its agents to investigate the information and references contained herein, and to obtain additional information about Guarantor(s) from credit bureaus and other lawful sources, includ-ing persons and companies named in the Agreement.

By signing below, I represent that I have read and am authorized to sign and submit this Agreement on behalf of the entity above and all information I have provided herein is true, complete and accurate.


THIS ATM PROCESSING AGREEMENT (“Agreement”) is made by and between First American Payment Systems L.P., a Texas limited partnership (“First American”), 100 Throckmorton Street, Suite 1800, Fort Worth, Texas 76102, and afore signed Merchant (“Merchant”), with principal place of business as indicated herein, effective as of the date signed by First American. WHEREAS, Merchant owns or leases a Media dispensing Automated Teller Machine (“ATM”) at the locations covered by this Agreement (the “Locations”). WHEREAS, Merchant is requesting First American to act as the exclusive provider of certain electronic funds transfer services to Merchant at the Locations. WHEREAS, First American agrees to provide on the terms and conditions set forth herein the services outlined in this Agreement. THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, First American and Merchant agree as follows:1. Services Provided. First American agrees to provide on the terms and conditions set forth herein a transaction authori-zation service which will enable Merchant to offer media dispensing through one or more ATM’s at the Locations subject of this Agreement. Authorization for ATM services will be arranged through or provided to Merchant by First American. Merchant will provide at its cost a dedicated communication source for each ATM. All costs of installation, maintenance, and service of the dedicated communication source shall be the responsibility of Merchant. The authorization service provided by First American will be available 24 hours a day, seven days a week, except when the ATM is not in operation, maintenance is required or ongoing, communication service is required, or otherwise when events occur beyond First American’s control. Merchant agrees that First American shall be the exclusive provider of electronic transfer services to Merchant for any ATM subject of this Agreement and for any Location.

2. Settlement. First American will provide registration and sponsorship of each ATM into national and regional networks accessible to First American for processing ATM electronic funds transfer transactions for Merchant at the Locations. First American will contract with a Federal deposit Insurance Corporation insured financial institution for settlement of all surcharge and interchange revenue generated by an ATM subject to this Agreement. In order to facilitate the settlement of monetary transactions, Merchant agrees to establish and maintain its own clearing account at a financial institution with Automated Clearing House (“ACH”) capability. Merchant agrees to provide a pre-printed voided check for use by First American and the clearing house in establishing the clearing account and registration. Any revenue due Merchant will be distributed to Merchant as outlined in this Agreement. A third party contracted by First American (“ATM driver”), and not First American, is responsible for settlement to Merchant of all daily cash withdrawals to be transferred to Merchant’s clearing account using ACH. Settlements may occur on a delay basis as necessary. In the event the ACH for collection or payment of fees is rejected by Merchant’s bank, Merchant agrees to pay First American a reject fee of no less than $25.00 and no more than $50.00. These fees shall be paid to First American via ACH. This serves as notice of the fee.

3. Schedule of Payments. First American agrees to pay Merchant a fee per surcharged transaction as indicated herein for each surcharged transaction processed and approved by a regional or national ATM network. Payments to Merchant of the surcharged transaction fee will be to Merchant’s account as identified in this Agreement. Payments will be made typically by the last day of the month following the month the transactions were processed (or the next business day thereafter) via ACH deposit to Merchant’s account. Merchant may be charged fees for transaction activity depending upon regional and national network’s policies. At its option, First American may debit Merchant’s account the amount of fees due. Merchant acknowledges that transaction fees may be adjusted to reflect any change in fees, if any, charged by the regional and national networks. Merchant agrees to pay a monthly access fee per ATM as provided herein. This fee will be deducted from the clearing account after the associated ATM has processed a transaction and monthly, thereafter. Merchant agrees to pay a Regulatory Compliance Fee as provided herein. This fee will be deducted from the Bank Clearing Account upon submission of the Agreement. MERCHANT must notify First American in writing of any errors within ninety (90) days of when the error or problem appeared or failed to appear. MERCHANT agrees to verify all credits and debits to any account against all transactions, bank statements and other information indicating activity of First American and MERCHANT subject to or relating to this Agreement of First American’s obligations hereunder. Save and except First American’s right to funds owed First American under this Agreement or incorrectly paid to MERCHANT, if no notice of error is received within the ninety (90) day period, the account shall be deemed correct and MERCHANT shall have no recourse for errors. Any amount inadvertently or incorrectly paid to MERCHANT may be debited from any account of MERCHANT, at the sole discretion of First American and, in any event, remains an obligation of MERCHANT to First American payable in full and on demand. ATM driver is responsible to the Merchant for payments of all monies deducted from the ATM. ATM driver will pay to the Merchant’s account, as identified in this Agreement, on a delay basis as necessary. First American has no liability for failure of ATM driver to fund Merchant’s account in a timely manner or at all. However, First American will communicate with ATM driver on the Merchant’s behalf to assist in correcting discrepancies of payment by ATM driver.

4. Adjustment of Terms. This Agreement or any provision hereof may be modified by First American upon three (3) days written notice to Merchant. upon notice of such amendment, the Merchant has thirty (30) days after such notice to cancel this Agreement and not accept the amended terms by delivering written notice to First American of cancellation. In the event the Merchant fails to cancel this Agreement within such thirty (30) day period, this Agreement shall be deemed amended for all purposes for the remaining term of the Agreement.

5. Credit/debit Authorization. Merchant hereby authorizes First American and any third party contracted by First American to initiate debit/credit entries to Merchant’s account. The authority is to remain in full force until (a) First American has received written notification from Merchant in such a manner as to afford First American reasonable opportunity to act on it and (b) all obligations of Merchant to First American have been paid in full. In addition to all amounts owed First American under this Agreement, this authorization extends to entries concerning lease, rental or purchase agreements for the ATM machines and/or accompanying equipment and/or service, supplies and materials.

6. Cash Replenishment. Merchant or Merchant’s agent is responsible for cash replenishment and periodic ATM balanc-ing. Any request for adjustments of transaction amounts must be made no more than ten (10) days from the date of the transaction, unless a shorter period is required under applicable law or ATM Network rules. Merchant is solely responsible for any loss or theft of vault cash in the ATM.

7. Maintenance. Merchant is responsible for all first line maintenance to keep the ATM operational as more particularly described herein below. Merchant is responsible for all second line maintenance not covered by the manufacturer’s war-ranty as more particularly described in Paragraph 16 of these terms and conditions.

8. Insurance. Merchant is responsible for all insurance covering but not limited to theft, damage to the ATM or damage to Merchant's property.

9. Signage. Merchant will permit FIRST AMERICAN, at its expense, to place signage on the exterior of each Location in which an ATM is operated, which prominently advertises the ATM. Merchant will permit FIRST AMERICAN to place any advertising or signage it chooses on any ATM or any ATM receipts.

10. Limitation on Liability. First American shall not be responsible for any loss or damage to the ATM, property, or persons as a result of any services performed under this Agreement, whether or not at the Locations, including the negligence of First American, other than as a result of the gross negligence or fraud of First American employees in the performance of services under this Agreement. The above notwithstanding any liability of First American arising out of or related to gross negligence or fraud of its employees in the performance of services under this Agreement, shall not exceed the total monthly and annual fees collected by First American hereunder during the six (6) months immediately preceding the date upon which Merchant’s claim for such damages arose.

11. Errors. In the event of an error by First American not constituting gross negligence or fraud of First American employees in the performance of services under this Agreement, First American shall be provided written notice of such error and shall have a reasonable period of time and opportunity to cure such error. Merchant agrees to accept the correction of any error by First American as its sole and exclusive remedy. Any liability of First American arising out of or relating to an error of First American not constituting gross negligence or fraud of First American employees in the performance of services under this Agreement, shall be limited to the total monthly fees collected by First American hereunder during the six (6) months immediately preceding the date upon which Merchant’s claim for such damages arose. In no event shall First American have liability for loss of business, special, incidental, exemplary or consequential damages to Merchant or ATM customers.

12. Limitations of Actions. No action arising out of this Agreement for fraud or gross negligence of First American employ-ees in the performance of services under this Agreement or an error under paragraph 11 shall be brought by Merchant more than four (4) months after the occurrence of the event upon which such action arose. If First American is required to appear in, or is made a defendant in, any legal action with respect to this Agreement, the ATM, the Location, any person, any services provided by First American or that involve Merchant’s property, Merchant shall and does hereby indemnify and hold First American harmless from all loss, liability, and expense (including attorney fees and costs of court), except for any loss, liability, or expense arising out of the gross negligence or fraud of First American employees in the performance of services under this Agreement or an error under paragraph 11, in which case First American’s liability shall be limited as provided in Paragraphs 10 and 11 above. First American shall not be liable for any loss, expense, or cost incurred by Merchant, ATM customers, or any persons or entity as a result of any error, negligence (including First American’s own negligence), gross negligence, fraud or lack of performance by third parties contracted by First American or contracted by any contractor of First American to carry out First American’s or such third party contractor’s performance under this Agreement. First American’s performance hereunder shall be excused in the event of maintenance, war, fire, explosions, power failures, government priorities, labor stoppage, supplier failure or delay, civil disorder, or breakdown or malfunction of machinery, transportation facilities or other equipment or companies associated with processing of ATM transactions, and all acts of God.FIRST AMERICAN MAKES NO WARRANTIES, EXPRESS OR IMPLIEd, WITH RESPECT TO THE ELECTRONIC FuNdS TRANSFER SERVICES, EXCEPT AS EXPRESSLy PROVIdEd ANd LIMITEd By THIS AGREEMENT

ANd ANy ATTACHMENTS. NO ORAL OR WRITTEN REPRESENTATION OR STATEMENT MAdE By FIRST AMERICAN OR ANy OF FIRST AMERICAN’S AGENTS OR EMPLOyEES INCLudING, BuT NOT LIMITEd TO, ANy SPECIFICATIONS, dESCRIPTIONS, OR STATEMENTS CONTAINEd IN uSER GuIdES PROVIdEd TO MERCHANT, SHALL BE BINdING uPON FIRST AMERICAN AS A WARRANTy OR PROMISE OF PERFORMANCE.

13. Compliance with Laws. The parties agree to comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. At the request of First American, Merchant will execute such documents, statements, or other instruments necessary to evidence Merchant’s compliance with such laws, ordinances, rules, or regulations.

14. Term and Termination. The term of this Agreement shall be for a minimum of sixty (60) months for each ATM subject of this Agreement. This Agreement shall automatically renew with respect to each ATM for additional sixty (60) month periods at the end of each respective sixty (60) month period and respective renewal period, unless terminated by either party giving the other party written notice of intent not to renew at least ninety (90) days prior to the expiration date of the original term or any renewal term. The above notwithstanding, in the event of breach by Merchant of any term of this Agreement or any Attachment hereto, this Agreement or this Agreement with respect to any ATM may be terminated by First American by written notice to Merchant. From and after such effective termination date, Merchant shall cease displaying all service marks, names, and symbols at all terminated Locations, and shall promptly return to First American, all forms of advertising materials, instructions and equipment (unless wholly purchased and fully paid). Merchant’s liability, including but not limited to, network penalties and fines, fees, and charge backs, shall survive termination.

15. Termination Fee. In the event Merchant terminates the Agreement prior to the initial term or any renewal term, or breaches the Agreement, First American may, at its option, assess a fee equal to fifty cents per transaction times the aver-age number of total transactions processed each month by Merchant’s ATM during the three (3) months with the highest volume times the number of months remaining in the term, or the monthly and annual fees due through the unexpired term or renewal term, whichever is greater. Any fee will be electronically debited via ACH. Payment of a cancellation fee does not constitute an election of remedies or exclusive remedy for First American, and First American may pursue other remedies for breach including damages.

16. Equipment and Associated Fees. First American agrees to provide to Merchant and Merchant agrees to purchase or lease equipment at the price designated in this Agreement (“Equipment”). Merchant shall pay all taxes, installation, and shipping on the equipment. Prices quoted do not include applicable taxes. Merchant further agrees to all terms and to pay all fees as provided in this Agreement. Merchant shall be responsible for all expenses associated with any and all mandatory upgrades in order to gain or continue access into regional and national networks. The equipment is subject to a Manufacturer’s Limited Warranty. The terms and conditions of such Manufacturer’s Limited Warranty are outlined in the setup manuals provided by the manufacturer. Any second line maintenance expressly not covered by the manufacturer’s warranty to keep the machine operational as identified herein below will be the responsibility of Merchant. To the extent not covered by the Manufacturer’s Limited Warranty, Merchant will replace or repair any part of the ATM that has malfunc-tioned, including video screens, card readers, dispensing mechanisms, modems, receipt printer or any other operating hardware that is original manufacturer equipment. First American does not assume liability nor is First American respon-sible for first line maintenance, which includes, but is not limited to, cash replenishment, cash preparation or safekeeping, settlement, daily deposit pulls, deposit processing, site cleaning, installation or removal of the ATM, audits, inspections, insurance, video surveillance, alarms, replenishment of ribbons, receipt paper and other general supplies, checking/chang-ing surveillance tapes, bulb replacement, filter maintenance and cleaning, cassette swaps, ATM balancing, general clean-ing, phone lines or required power outlets. Merchant agrees to provide any other services, support or hardware required to operate the ATM, including, but not limited to, a dedicated phone line and RJ11 phone jack, and a dedicated 110 volt grounded electrical receptacle. Any lease payments quoted are estimates. A leasing company contracted for leasing of the ATM will provide Merchant with actual amounts for the lease payment.

17. Bank Account Adjustment Fee. First American may charge to ATM Merchant a fee not less than $25.00 for a change of bank account for billing and/or settlement/adjustment. 18. Investigative Consumer Report. An Investigative Consumer Report or other similar report may be done in connection with this Agreement. Merchant authorizes First American or any credit bureau or any credit reporting agency employed by First American or any agent of First American to provide credit information and otherwise investigate any statements or data obtained from or about Merchant or any of the principals of Merchant for the purpose of evaluating the credit status of Merchant or any principal of Merchant. First American may utilize such information without liability to Merchant. Execution of this Agreement does not guarantee that Merchant or its principals will meet the credit standards, if any, satisfactory to First American. First American may terminate this Agreement at any time for failure to maintain credit status satisfactory to First American.

19. Trade Secrets. The ATM consists in part of computer programs, procedures, forms and other related materials, which have been acquired or developed by First American or third parties at substantial expense. Merchant acknowledges that the foregoing are trade secrets that belong to and are of great value to First American, and disclosure to others of any of the programs, procedures, forms and other related materials with respect to the ATM will result in loss and irreparable damage to First American.. Merchant therefore agrees not to disclose to others, any information regarding such programs, procedures, forms and other related materials with respect to the ATM, and shall not in any way reconfigure or reverse engineer such in any manner whatsoever.

20. Attorney's Fees and Collection Costs. In the event of any dispute arising out of or related to this Agreement, Merchant shall be liable for and shall indemnify and reimburse First American for any attorneys’ fees, arbitration cost, and expenses incurred by First American in the enforcement hereof, including but not limited to collecting any amounts or obligations due from Merchant. First American shall assess a collection fee of not less than two hundred dollars ($200.00) in the collections of any obligation or amounts due by Merchant.

21. Governing Law; Severability. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas. This Agreement is entered into and enforceable in Tarrant County, Texas. Venue for any dispute under this Agreement shall be in Tarrant County, Texas. Should any provision of this Agreement be held unenforceable or invalid under the laws of the united States of America or the State of Texas, or under any other applicable laws of any other jurisdiction, then the parties hereto agree that such provision shall be deemed modified for purposes of performance of this Agreement in such jurisdiction to the extent necessary to render it lawful and enforceable, or if such a modification is not possible without materially altering the intention of the parties hereto, then such provision shall be severed here from for purposes of performance of this Agreement in such jurisdiction. The validity of the remaining provisions of this Agreement shall not be affected by any such modification or severance, except that if any severance materially alters the intentions of the parties hereto as expressed herein (a modification being permitted only if there is no material alteration), then the parties hereto shall use their best reasonable efforts to agree to appropriate equitable amendments to this Agreement in light of such severance.

22. Amendment. Other than as provided in paragraph 4, this Agreement may be amended, modified, superseded or can-celed, and any of the terms, provisions, covenants or conditions hereof may be waived, only by a written instrument exe-cuted by all parties hereto, or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right to enforce the same. No waiver by any party of any condition contained in this Agreement, or of the breach of any term, provision or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach, or as a waiver of any other condition or of the breach of any other term, provision or covenant.

23. Assignment. The rights and obligations of Merchant hereto may not be assigned without the prior written consent of First American. The rights and obligations of First American hereunder may be assigned by First American.

24. Indemnification. Merchant does hereby indemnify and hold harmless First American from and against any claims, damages, actions, costs or expenses, including reasonable attorney fees and costs of court for any breach by Merchant of any provision of this Agreement, or for any liability of First American to ATM users, other than as the result of the gross negligence or fraud of First American employees.

25. Notice. Except as otherwise provided herein, all notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given, if delivered personally, given by telecopy, facsimile, prepaid telex or telegram or mailed first class, postage prepaid, certified united States mail, return receipt requested, to the party to receive such notice, request, demand or communication at such party’s address set forth herein; provided that, any party may change its address for notice by giving to the other party written notice of such change. Any notice given under this Section shall be effective (i) if delivered personally, when delivered, (ii) if sent by telecopy, facsimile, telex or telegram, upon sending, and (iii) if mailed, 48 hours after mailing.

26. due Authorization. Merchant represents and warrants that the execution and delivery of this Agreement has been duly authorized by all actions required under the terms of the provisions of its governing instruments and creates a legal, valid, and binding obligation of Merchant. A facsimile of this document shall be deemed an original.

27. Entire Agreement. This Agreement, together with the Attachments hereto, represents the entire understanding between Merchant and First American with respect to the matters contained herein and may be amended only by an instrument in writing signed by the parties. There are no other representations or warranties, express or implied, other than those contained herein.

X _______________________________________________________ _______________________________ Signature Acknowledging Receipt of Terms & Conditions date

ATM PROCESSING TERMS AND CONDITIONS


Select One: Applicant is an Individual or a Sole Proprietor Applicant is CompanyThen check appropriate applicant role(s): ATM Owner or ATM Cash Owner or Both ATM Owner and Cash Owner

ATM LOCATION INFORMATIONLocation Name:

ATM Location Address:

City: State: Zip Code:

Location Tax ID: Location Phone Number:

Terminal ID: ATM Processor Name:

ATM OWNER/CASH OWNER ("ATM OPERATOR") INFORMATION (ALL APPLICABLE FIELdS MuST BE COMPLETEd)Owner/Principal Name:

Phone Number: Email Address:

Home Address:

City: State: Zip Code:

Social Security #: Date of Birth:

Driver's License #: State Issued: Expiration Date:

Legal or Corporate Name of Your Business:

Percent ATM Owned By You: (Note: If you have a co-owner or partner that owns 10 percent or more of your business, they must complete a separate form.)

Company Status: CORPORATION PARTNERSHIP LIMITED LIABILITY COMPANY OTHER: Business Address:

Business City: State: Zip Code:

Federal Tax ID:

Cash Owner Information (Note: If Cash Owner is not the same as the ATM Owner, Cash Owner must complete a separate form.)

Select One: ISO FUNDING BANK MERCHANT THIRD-PARTYNames on the "Cash" Settlement Account: 1.) 2.)HAvE YOU OR ANY CO-OwNER(S) EvER BEEN A DEFENDANT IN A CRIMINAL PROCEEDING OR UNDER INvESTIGATION FOR ANY vIOLATION UNDER STATE, FEDERAL OR FOREIGN LAw?

YES NO IF YES, ATTACH ExPLANATION.HAvE YOU OR ANY BUSINESS OwNED BY YOU EvER ENTERED INTO A CONSENT AGREEMENT OR BEEN ADjUDICATED IN A STATE OR FEDERAL REGULATORY ENFORCEMENT ACTION OR IS SUCH AN ENFORCEMENT ACTION CURRENTLY PENDING AGAINST YOU, INCLUDING ENFORCEMENT ACTIONS RELATED TO vIOLATIONS OF THE BANK SECRECY ACT OR OTHER ANTI-MONEY LAUNDERING STATUTES?

YES NO

HAvE YOU OR ANY CO-OwNER(S) FILED BANKRUPTCY wITHIN THE LAST TEN YEARS?

YES NO IF YES, ATTACH LAST 3 MONTHS OF BANK STATEMENTS.

IN wITNESS HEREOF, THIS NETwORK COMPLIANCE AGREEMENT IS ExECUTED AS OF:

ATM OWNER/CASH OWNER ("ATM OPERATOR")Signature: Date:

Printed Name:

Title:

SWITCH COMMERCE

IF YES, wHEN, BY wHICH AUTHORITY, wHAT wAS THE NATURE OF THE vIOLATION, AND wHAT wAS THE DISPOSITION? ATTACH ExPLANATION.

WITHOuT LIMITING ANy OBLIGATIONS OF ISO uNdER THE ATM SPONSORSHIP AGREEMENT, By SIGNING ABOVE, I, AS A REPRESENTATIVE OF ISO, CERTIFy THAT THE INFORMATION uSEd TO IdENTIFy THE ATM OPERATOR AS dEFINEd By THE OPERATING RuLES OF THE VARIOuS ELECTRONIC PAyMENT NETWORKS SuCH AS MASTERCARd ANd VISA (THE "NETWORKS") WAS PROVIdEd TO ME By THE ATM OPERATOR, ANd THE ABOVE IdENTIFICATION INFORMATION IS TO THE BEST OF OuR KNOWLEdGE TRuE ANd ACCuRATE ANd REFLECTS THE IdENTITy OF ALL ATM OPERATORS.

THIS NETWORK COMPLIANCE AGREEMENT (THIS "AGREEMENT") IS By ANd BETWEEN ISO, A dELAWARE CORPORATION, LOCATEd AT 3250 BRIARPARK dRIVE, SuITE 400, HOuSTON, TEXAS 77042, THE ATM OPERATOR IdENTIFIEd ABOVE ("ATM OPERATOR"), ANd THE SPONSOR BANK (HEREIN CALLEd "BANK"). ISO, BANK ANd ATM OPERATOR ARE SOMETIMES REFERREd TO HEREIN EACH AS A "PARTy" OR COLLECTIVELy AS THE "PARTIES". THE dEFINITIONS IN SECTION 1 APPLy TO CAPITALIzEd TERMS uSEd BuT NOT OTHERWISE dEFINEd HEREIN.

----------------------------------------------------------------------------------------------- FOR INTERNAL uSE ONLy -------------------------------------------------------------------------------------------------ISOSignature: Date:

Printed Name:

Title:

ATM Operator Agreement


ACH AUTHORIzATION RELEASE

_________________________ (“Customer”) authorizes Switch Commerce to initiate ACH transfer entries and to debit and/or credit the account identified herein (the “Account”) for payment Switch Commerce of all amounts owed by Customer to Switch Commerce pursuant to the Contract (described above), including, but not limited to settlement of transactions, settlement error corrections, transaction adjustments, expenses, fees and any other amounts payable by Customer to Switch Commerce. Customer agrees to keep account funded to the extent needed to reasonably support transaction adjustments. All shortages and adjustments are the full responsibility of the Customer. Customer agrees to comply with all electronic fund transfer regulations, requirements and rules. This authorization shall remain in effect unless cancelled by Customer by providing written notice of cancellation to Switch Commerce and after such time as all settlements and adjustments have been processed/cleared through the Account. Any debits and credits pursuant to this authorization will be affected through the Federal Reserve System automated clearing house (ACH) system.

The undersigned represents and warrants to that (a) the person executing the Authorization is authorized signatory on the Account on behalf of the Customer and (b) all information regarding the Account and the Customer is true and correct.

X _______________________________________________________________________________________ date: _____________________________ Account Owner Signature

________________________________________________________________________________________ Print Name and Title

VAULT CASH ACCOUNT INFORMATIONFinancial Institution Name:

Street Address: Phone: ( )

City, State, zip:

Name as it Appears on Account: Tax Id or EIN# associated with Account:

Routing and Transit Number:(9 digits)

Account Number:

100 Throckmorton Street, Suite 1800 • Fort Worth, Texas 76102(800) 218-9344 • Fax: (817) 317-9191 • www.first-american.netAttention: ATM department - [email protected]


LOCATION INFORMATION

Merimac Capital® is a division of First American Payment Systems, L.P.

100 Throckmorton Street, Suite 1800Fort Worth, Texas 76102800/215-3273 fax 817/317-9191www.first-american.net

COMMERCIAL LEASE APPLICATION

Lessee Name: (Complete Legal Name) dBA Name:

Street Address: Equipment Location (if different):

City, State, zip: City, State, zip: County:

Nature of Business: Federal Tax Id#

Office Telephone #: Fax #: years Owned: Business Hours:

Type of Ownership (Check One): ❑ Sole Proprietor ❑ Partnership ❑ Corporation ❑ Limited Liability Corporation

Name & Title: Social Security Number: Resident Telephone & Address:

Name & Title: Social Security Number: Resident Telephone & Address:

PRINCIPAL / OWNER INFORMATION

CREDIT INFORMATIONPrimary Bank Reference: Account #: Bank Telephone #:

Trade Reference: Telephone #: Contact:

Trade Reference: Telephone #: Contact:

EQUIPMENT TYPE / SCHEDULE OF FEESQuantity ATM Make/Model Lease Term __________mos. Monthly Lease Payment $___________

First and Last Lease Payment $

Non-Refundable deposit $ 3 0 0 . 0 0

TOTAL $

Notes:

Applicant hereby authorizes the release of business and/or personal credit information to (1) First American Payment Systems, L.P. its successors and assigns, from any source including credit bureau reporting agencies and Applicant’s bank for the purpose of extending credit, and/or any purchaser or potential purchaser of First American Payment Systems, L.P. and/or (2) any credit reporting agency. Applicant hereby represents all information contained in this application and authorization is true, correct and complete. Signer represents and warrants that he or she is authorized to execute this authorization and release regarding credit information on behalf of the Applicant. Applicant hereby authorizes First American Payment Systems, L.P. to file any uCC financing statement in its name upon approval of the application.

Authorization to Obtain Consumer Credit Report: By signing below, the undersigned individual authorizes First American Payment Systems, L.P. and any assignee or potential assignee of First American Payment Systems, L.P. to obtain a consumer report from any credit bureau(s) selected for that purpose. A facsimile of this document shall be deemed an original.

X _______________________________________________________________________________________ date: _____________________________ By: Name

________________________________________________________________________________________ Print Name and Title


I hereby sell the Property identified above, free of any liens and encumbrances to MERIMAC CAPITAL®.Representative Name _________________________________________________ Sales Manager Signature and Title ___________________________________________________________

The undersigned jointly and severally (if more than one) unconditionally guarantee to Merimac Capital® and its successors and assigns the full and prompt payment when due and performance of all the obligations of every kind of Lessee arising directly or indirectly out of the Lease Agreement and all amendments thereto or any document or agreement executed and delivered by Lessee in accordance with the terms of the Lease Agreement. This is a continuing guarantee and shall not be discharged or affected by each of the undersigned, shall bind the estate, heirs, administrators, representatives, successors and assigns, and may be enforced by or for the benefit of any assignees or successor of Lessor. Each of the undersigned hereby consents and agrees that Merimac Capital® may at any time, and from time to time, without notice to or further consent from any guarantor, either with or without consideration, surrender any property or other security of any kind or nature whatsoever held by it or by any person, firm or corporation on its behalf or for its account, securing the liability of Lessee hereby guaranteed; substitute for any collateral so held by it other collateral of like kind, or of any kind; grant releases, compromises and indulgences with respect to the liability of Lessee hereby guaranteed and to any persons or entities now or hereafter liable therefore or hereunder; release any guarantor of Lessee; or take or fail to take any action of any type whatsoever, and no such action which Merimac Capital® shall take or fail to take in connection with the Lease Agreement or for the performance of any obligations or undertakings of Lessee, nor any course of dealing with Lessee or any other person, shall release any guarantor’s obligations hereunder, affect this Guaranty in any way or afford any guarantor any recourse against Merimac Capital®.

The undersigned agrees, consents and submits to the Courts of the State of Texas, County of Tarrant, and agrees that such courts shall have exclusive jurisdiction and shall be the proper venue for the determination of all controversies and disputes arising hereunder. The undersigned agrees to pay all attorney fees and other expenses incurred by Lessor. By signing below, each guarantor hereby agrees: (i) to have read and accepted all terms and conditions of this agreement contained herein, and (ii) that he/she will benefit from the Equipment and financial accommodations provided to Lessee’s business.

Merimac Capital® may proceed against any guarantor with or without joining or first proceeding against Lessee or any other persons. The undersigned further unconditionally authorize(s) Merimac Capital® or its agents to investigate the information and references contained herein, and to obtain additional information about guarantor(s) from credit bureaus and other lawful sources, including persons and companies named in the Lease Agreement.

X _______________________________________________________________________________________ date: _____________________________ Guarantor Signature - NO TITLE ALLOWEd

X _______________________________________________________________________________________ date: _____________________________ Guarantor Signature #2 (if applicable) - NO TITLE ALLOWEd

INDIVIDUAL GUARANTY

VENDOR’S BILL OF SALE

By SIGNING BELOW, LESSEE ANd ANy GuARANTOR EXPRESSLy ACKNOWLEdGE TO HAVE RECEIVEd, REAd ANd AGREE TO BE BOuNd By MERIMAC CAPITAL'S® TERMS & CONdITIONS. This Lease is not cancelable by Lessee under any circumstances. Lessee acknowledges that there are no other agreements, oral or written, which are not included in this agreement. NO TRIAL PERIOdS ARE ALLOWEd. Lessee acknowledges the Equipment is being leased for business and/or professional purposes only. All parties mutually agree that this is a commercial contract between businesses, not a consumer contract. Lessee acknowledges receipt of a copy of this Lease, with all LEASE TERMS FILLEd IN, and acknowledges and agrees that Lessee shall be deemed to have unconditionally accepted the Equipment leased. Lessee(s) and any guarantor(s) expressly authorizes Lessor or its agents and/or assigns continuing authority to conduct credit checks and background investigations concerning Lessee and any guarantor, and Lessor shall have the right to report late payments and any type of defaults to credit agencies as deemed appropriate by Lessor. dO NOT SIGN INCOMPLETE dOCuMENT.

LESSEE #1Authorized Signature X ________________________________________________________________ Pr int Name ___________________________________________________________

Title ________________________________________________________________________________ Social Security Number _____/_____/_____/_____/_____/_____/_____/_____/_____

LESSEE #2Authorized Signature X ________________________________________________________________ Pr int Name ___________________________________________________________

Title ________________________________________________________________________________ Social Security Number _____/_____/_____/_____/_____/_____/_____/_____/_____

ACCEPTEd By LESSOR: FIRST AMERICAN PAyMENT SySTEMS, L.P. dBA MERIMAC CAPITAL® - Signature _________________________________________ date ____________________

CERTIFICATE OF ACKNOWLEDGEMENT AND ACCEPTANCE OF LEASED PROPERTY

DEBIT/CREDIT AUTHORIzATIONLessee and any guarantor hereby authorize Lessor, or its designee, successor or assign to automatically withdraw the base monthly payment and any other amounts, including any and all loss or destruction waivers, taxes, insurance, noncompliance fees or other charges now due or hereafter imposed, by initiating debit entries to any bank or other accounts. The authority is to remain in full force and effect until all obligations of Lessee have been performed and paid in full or Merimac Capital has received written notification from Lessee of its termination in such a manner as to afford Merimac Capital reasonable opportunity to act on it. In the event of default of any obligation hereunder, Lessee and any guarantor authorize Lessor to debit any such accounts for the full amount due. Any payment (whether paid by debit or other means) that is not honored for any reason will be subject to a service fee imposed by Lessor. Furthermore, Lessee and any guarantor hereby authorize any bank or financial institution to accept any debit imposed by Lessor. A non-refundable application fee of up to fifty dollars ($50.00) may be charged and/or drafted by Lessor at time of application.

SCHEDULE OF PAYMENTS

BASE MONTHLY PAYMENT

$ ___________ per monthplus taxes and Loss or Destruction Waiver

Term in # of Months:PAYABLE AT SIGNING OF THE LEASE

❑ FIRST ANd LAST MONTHLy PAyMENT $ _________

❑ NON-REFuNdABLE dEPOSIT $ 300.00

TOTAL $ ________

Plus applicable taxes to be billed with first monthly ACH payment.

Loss or Destruction Waiver Amount(Added to Monthly Payment)

your Loss or destruction Waiver will be calculated at a rate of no less than 13% of your Base Monthly Payment. The Loss or destruction Waiver may be waived by sub-mitting an insurance binder (as defined in Section 12)within 30 days of the Non-Cancelable Lease Agreement acceptance.

NON-CANCELABLE COMMERCIAL ATM LEASE AGREEMENTLegal Name of Lessee Lessee’s dBA Name

Billing Address City State zip County

Contact Phone Number years Owned Business

Bank Routing Number

I___I___I___I___I___I___I___I___I___I

Account No.

❑ Corporation❑ Proprietorship

❑ Partnership❑ LLC

EQUIPMENT MANUFACTURER MODEL SERIAL NUMBER

Merimac Capital® is a division of First American Payment Systems, L.P.

100 Throckmorton Street, Suite 1800 • Fort Worth, Texas 76102800/215-3273 • fax 817/317-9191 • www.first-american.net

Lease Number: ______________________________________________

Customer Number: ___________________________________________

Sales Office Number: _________________________________________

✔


Merimac Capital Terms & Conditions to the Non-Cancelable Commercial ATM Lease Agreement1. Definitions. References to the Non-Cancelable Commercial Lease Agreement (“Lease”), “we”, “us” or "Lessor"

shall mean Merimac Capital®, a division of First American Payment Systems, L.P., its successors or assigns. References to “you,” “your” and “Lessee” shall mean the Lessee indicated on the Lease. The leased equipment and related software is hereinafter referred to as the “Equipment.” 2. NON-CANCELABLE LEASE. THIS LEASE CANNOT BE CANCELLEd By LESSEE duRING THE TERM HEREOF. THIS LEASE IS NOT CANCELABLE By LESSEE uNdER ANy CIRCuMSTANCES. THERE ARE NO OTHER AGREEMENTS, ORAL OR WRITTEN, WHICH ARE NOT INCLudEd IN THIS AGREEMENT. NO TRIAL PERIOdS ARE ALLOWEd. 3. Debit/Credit Authorization. Lessee and any guarantor hereby authorize Lessor, or its designee, successor or assign to automatically withdraw the base monthly payment and any other amounts, including any and all loss or destruction waivers, taxes, insurance, noncompliance fees or other charges now due or hereafter imposed, by initiating debit entries to any bank or other accounts. The authority is to remain in full force and effect until all obligations of Lessee have been performed and paid in full or Merimac Capital has received written notification from Lessee of its termination in such a manner as to afford Merimac Capital reasonable opportunity to act on it. Lessor shall have the unconditional right to introduce new fees or increase fees to offset any cost or expenses incurred. In the event of default of any obligation hereunder, Lessee and any guarantor authorize Lessor to debit any such accounts for the full amount due. Any payment (whether paid by debit or other means) that is not honored for any reason will be subject to a service fee imposed by Lessor. Furthermore, Lessee and any guarantor hereby authorize any bank or financial institution to accept any debit imposed by Lessor. A non-refundable application fee of up to fifty dollars ($50.00) may be charged and/or drafted by Lessor at time of application. 4. Warranty: Limitation of Liability. Equipment provided under this Lease may be new or refurbished. Lessor warrants against defects in material and workmanship but not against obsolescence of any new or refurbished Equipment for a period of ninety (90) days from the date this Lease is signed. In the event of a defect in material or workmanship of the Equipment, Lessor’s sole obligation and your exclusive remedy shall be the repair or replacement of the defective Equipment at Lessor’s sole discretion. Lessee will be charged for shipping and handling for all replacement Equipment. yOu ACKNOWLEdGE THAT WE dId NOT MANuFACTuRE THE EQuIPMENT. WE dO NOT REPRESENT THE MANuFACTuRER OR THE LICENSOR OF ANy SOFTWARE ANd yOu SELECTEd THE EQuIPMENT BASEd uPON yOuR OWN JudGMENT. THIS WARRANTy IS EXCLuSIVE ANd IN LIEu OF ALL OTHER WARRANTIES, EXPRESSEd OR IMPLIEd, STATuTORy OR OTHERWISE. LESSOR MAKES NO WARRANTIES, EXPRESSEd OR IMPLIEd, OF THE MERCHANTABILITy OR FITNESS FOR A PARTICuLAR PuRPOSE OR OTHERWISE. yOu AGREE THAT REGARdLESS OF CAuSE, LESSOR IS NOT RESPONSIBLE FOR ANd yOu WILL NOT MAKE ANy CLAIM AGAINST LESSOR FOR ANy dAMAGES, INCLudING, BuT NOT LIMITEd TO, LOSS OF INCOME, LOSS OF REVENuE, ECONOMICAL LOSS, CONSEQuENTIAL, dIRECT, INdIRECT, SPECIAL OR PuNITIVE RELATING TO THE EQuIPMENT, SOFTWARE OR THIS AGREEMENT. LESSOR SHALL NOT BE LIABLE FOR ANy dAMAGE CAuSEd By INTERRuPTION, FAILuRE, dEFECT, OR dELAy IN THE OPERATION, MAINTENANCE, REPAIR OR REPLACEMENT OF THE EQuIPMENT. MERCHANT understands that Lessor cannot and does not warranty the connectivity, performance of equipment, or quality of services as a result of any Voice over Internet Protocol (“VoIP”) or similar type service. MERCHANT agrees that Lessor is not responsible for, and MERCHANT accepts full responsibility for issues that may arise when utilizing VoIP or similar service, including but not limited to; failure to obtain authorizations, batching, settlement, equipment, equipment/Software installation, communications, downloads and internet connectivity. Further, MERCHANT acknowledges it will not make any claim against Lessor for any losses or damages, including, but not limited to, loss of income, loss of revenue, economical loss, consequential, direct, indirect, special, exemplary, or punitive relating to the use or connectivity of any VoIP or similar services. MERCHANT agrees that Lessor is not responsible for any loss of data from equipment while in MERCHANT’s possession. MERCHANT further acknowledges and agrees that Merimac may require you to upgrade your equipment to an EMV capable terminal in line with implementation of Association regulations and requirements. Failure of MERCHANT to upgrade may result in penalties including, but not limited to, the downgrading of transactions and increased processing fees. 5. Terms and Rent. This Lease becomes effective after your credit is approved and the Lease is accepted by Lessor. Each base monthly payment (plus applicable taxes, insurance and other amounts) shall be payable monthly in advance. Lessor may require the first and/or the first and last payment be made in advance. The first or second monthly base payment and subsequent monthly payments shall be due at a date assigned by Lessor until the balance of the Lease has been paid in full. your obligation to pay all base monthly and other payments shall be absolute and unconditional and is not subject to any abatement, set-off, or counterclaim for any reason. In the event the Lease is declined, the equipment provided under the Lease should be returned to Merimac Capital within 14 days. If equipment is not returned, Merimac Capital, at its sole discretion, may assess a fee of not less than five hundred dollars ($500.00) for each piece of equipment not returned and a fee of not less than nine hundred fifty dollars ($950.00) for all premium equipment not returned, including but not limited to, all wireless equipment and select check imagers. 6. Assignment. (a) LESSOR MAy ASSIGN OR TRANSFER THIS LEASE OR ANy INTEREST IN THE EQuIPMENT WITHOuT NOTICE. Any assignee of Lessor shall have all of the rights, but none of the obligations, of Lessor under this Lease and you agree that you will not assert against any assignee any defense, counterclaim, or offset that you may have against Lessor. (b) yOu SHALL NOT ASSIGN LICENSE OR OBLIGATIONS uNdER THIS LEASE OR ENTER INTO ANy SuBLEASE OF ALL OR ANy PART OF THE EQuIPMENT WITHOuT THE PRIOR WRITTEN CONSENT OF LESSOR, WHICH CONSENT MAy BE WITHHELd AT THE SOLE dISCRETION OF LESSOR. 7. Title. Lessor shall at all times retain title to the Equipment. All documents of title and evidence of delivery shall be delivered to Lessor. you hereby authorize Lessor, at your expense, to file this Lease, or any statement or other instrument in respect to this Lease showing Lessor’s interest in the Equipment, including uniform Commercial Code Financing Statements, and grant Lessor the right to execute such documents on your behalf. you agree to execute and deliver any statement or instrument requested by Lessor for such purpose, and agree to pay or reimburse Lessor for any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement. 8. Care, Use and Location. you shall maintain the Equipment in good operating condition, repair and appearance, and protect the same from deterioration, destruction, loss or impairment other than normal wear and tear. you shall use Equipment only in the regular course of business and shall not make any modifications, alterations or additions to or change the location of the Equipment without the prior written consent of Lessor. 9. Wireless Terminal Coverage. Lessee understands and agrees that Merimac Capital does not guarantee coverage or connectivity for wireless terminals. 10. Net Lease; Taxes. you intend the rental payments hereunder to be net to Lessor, and you agree to pay all sales, use, excise, personal property, stamp, documentary and ad valorem taxes, license and registration fees, assessments, fines, penalties and the similar charges imposed on the ownership, possession or use of Equipment or any of the services, facilities connected therewith during the term of this Lease. Lessee agrees to pay and or reimburse Lessor an administrative monthly fee of no less than two dollars ($2.00). 11. INDEMNITY. yOu SHALL ANd dO HEREBy AGREE TO INdEMNIFy ANd SAVE LESSOR ANd LESSOR’S AGENTS, SERVANTS, SuCCESSORS, ANd ASSIGNS HARMLESS FROM ANy ANd ALL CLAIMS, LIABILITIES, dAMAGES OR LOSSES, INCLudING REASONABLE ATTORNEy’S FEES, ARISING OuT OF OWNERSHIP, SELECTION, POSSESSION, LEASE, OPERATION, CONTROL, uSE, CONdITION (INCLudING BuT NOT LIMITEd TO LATENT ANd OTHER dEFECTS, WHETHER OR NOT dISCOVERABLE), MAINTENANCE, dELIVERy ANd RETuRN OF THE EQuIPMENT, INCLudING, BuT NOT LIMITEd TO, AS A RESuLT OF THE NEGLIGENCE OF LESSOR. THE INdEMNITy SHALL CONTINuE IN FuLL FORCE ANd EFFECT NOTWITHSTANdING THE TERMINATION OF THIS LEASE. THE INdEMNIFICATION PROVISIONS HEREIN SHALL SuRVIVE THE TERMINATION OF THIS LEASE. 12. Insurance. you shall keep the Equipment insured against all risks of loss or damage from any cause whatsoever for not less than the full replacement value thereof. you shall carry public liability insurance, both personal injury and property damage, covering the Equipment. All such insurance shall be in form and with companies satisfactory to Lessor and shall name Lessor as Loss Payee as our interest may appear with respect to property damage coverage and as additional insured with respect to public liability coverage. you shall pay the premiums for such insurance and deliver to Lessor satisfactory evidence of insurance coverage required hereunder. you hereby irrevocably appoint Lessor as your attorney-in-fact to make claim for, receive payment of and execute and endorse all documents, checks or drafts received in payment for loss or damage under any such insurance policy. 13. LOSS OR DESTRUCTION WAIVER. IF yOu dO NOT PROVIdE PROOF OF INSuRANCE REQuIREd HEREuNdER, yOu ARE AuTOMATICALLy dEEMEd TO HAVE PuRCHASEd THE LOSS OR dESTRuCTION WAIVER AT CuRRENT LISTEd RATES. under the Loss or destruction Waiver, you are responsible for the first two hundred dollars ($200.00) toward replacement of the Equipment due to loss or destruction. In the event of a verifiable total loss or destruction of the Equipment, Lessor will replace the Equipment with new or refurbished Equipment, at Lessor’s sole discretion. Lessor is deemed to own any right or claim of insurance concerning the Equipment. you will cooperate with Lessor in making any claim. Lessor has no obligation to replace the Equipment if you are in default on this Lease or have not paid the Loss or destruction Waiver amount. The Loss or destruction Waiver is not included in the Base Monthly Payment. 14. Event of Default. you are in default under this Lease if: (a) you fail to pay any base monthly payment, rental or other amount hereunder when due; (b) you fail to perform any of the terms, covenants or conditions of this Lease; (c) your processing agreement with First American Payment Systems, L.P. or its affiliates is closed or canceled; (d) the Equipment becomes involved in any civil or criminal actions or is seized by law enforcement agencies; (e) you (or any guarantor of your obligation hereunder) makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, becomes subject of an order of relief or is declared insolvent in any federal or state bankruptcy or insolvency proceeding, files a petition seeking reorganization, arrangement, recomposition, readjustment, liquidation, dissolution or similar relief, or seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of any person or property; (f) Lessor is unable to collect from or debit any account for any reason; or

(g) Lessee or any guarantor’s bank or financial institution does not honor debit payment for any reason. 15. Remedies. If a default occurs, we may, in our sole discretion, do any or all of the following: (a) terminate this Lease; (b) declare all unpaid Lease payments through the end of the term of this Lease and all other amounts under this Lease immediately due and payable; (c) repossess or render unusable, the Equipment, wherever located, without demand or notice, without any court order or other process of law and without liability to you or any other person for any damages occasioned by such action; (d) require you to deliver the Equipment to a location designated by us; (e) automatically charge or debit any or all of your credit cards, lines of credit or bank accounts for all money you owe;(f) proceed by court action to enforce performance by you of this Lease and/or recover all damages and expenses incurred by reason of any default; (g) exercise any other right or remedy available at law or in equity, including those of a secured creditor; (h) exercise a right of set-off on all funds or proceeds from any First American Payment Systems, L.P. or its affiliates processing account in which you or any guarantor is associated; (i) suspend or hold proceeds from any First American Payment Systems, L.P. or its affiliates processing account in which you or any guarantor is associated until all obligations are paid; or (j) offset any reserve account which you may have with First American Payment Systems, L.P. in which you or any guarantor is associated. With respect to any Equipment, you shall cease to use such Equipment and assemble and deliver to Lessor the same in electronic or other form. you shall pay all costs and expenses (including attorneys’ fees) incurred in enforcing any of the terms of this Lease. upon repossession or surrender, Lessor may lease, sell or otherwise dispose of the Equipment, and apply the net proceeds thereof to the amounts owed to us hereunder, provided, that you and any guarantor shall remain liable for any deficiency. you agree that it is commercially reasonable for the Equipment to be sold at public or private sale (in any state or county selected by us) in lots or pieces (without the Equipment being physically present) at used prices. All rights and remedies are cumulative and may be enforced severally or concurrently. Any delay or failure to enforce any right of Lessor hereunder does not prevent enforcing that or any other right at a later time. Notwithstanding the foregoing, any attorneys’ fees, costs, or expenses, or costs or expenses of repossession and storage, shall be limited to the highest amount chargeable under applicable law. 16. Change of Ownership, Address and Bank Account. you and any guarantor shall give prior written notice to Lessor in the event of any anticipated change of ownership of Lessee, change or sale of substantially all of your assets, change of address, or change of bank or financial institution account number. Lessor shall also have authorization to correct any typographic or clerical errors, including, but not limited to, your address, telephone number or the property leased. you may not change the location of the Equipment without the prior written consent of Lessor. A thirty-five dollar ($35.00) fee will be assessed anytime a bank or financial institution account number is requested to be changed by lessee or guarantor. 17. End of Lease Term. At the expiration and end of the term, provided that you are not in default, you shall elect one of the following: (a) disconnect and return the Equipment, freight prepaid, to us in good repair, condition and working order, in a manner and to a location Lessor designates, and all right to use the Equipment and Software shall terminate; (b) Provided that you notify us in writing within sixty (60) days prior to the expiration of the lease term, purchase the Equipment (but not Software) in accordance with the terms and for the amount of any purchase option supplied by Lessor, plus any applicable taxes, and return the Software in accordance with option (a); or (c) Extend this Lease upon all the terms and conditions as stated herein for a period of one (1) year from its expiration date without the necessity of the execution of any further instrument or document. At the end of this additional year, options (a), (b) and (c) are again available to you. unless you notify Lessor in writing sixty (60) days prior to the expiration of the initial term or applicable renewal period, you are deemed to have chosen option (c) and this Lease shall automatically renew for one (1) year. 18. Attorney's Fees and Costs. Lessor shall be liable for and shall indemnify and reimburse Lessee for any and all attorneys’ fees, arbitration cost, and other costs and expenses paid or incurred by Lessee in the enforcement hereof, including but not limited to, charges for collection letters, collection calls, collection agencies, court and sheriff costs, reasonable charges for our employees time for research and monitoring of collection efforts, and other costs. If you do not make payments within ten (10) days of any due date you shall be assessed a twenty-five dollar ($25.00) late charge for each late payment. There will be a service fee imposed on all items returned or not honored by any bank or financial institution. Lessor shall assess a collection fee of not less than two hundred dollars ($200.00) in the collection of any obligation or amounts due by Lessee. 19. Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including any breach hereof, shall be resolved by arbitration in the City of Fort Worth, Tarrant County, Texas, pursuant to the Federal Arbitration Act and administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. 20. Force Majeure. The Lessor is released from liability hereunder for failure to perform any of the obligations herein where such failure to perform occurs by reason of any acts of any other party or third party or any acts of God, fire, flood, storm, earthquake, tidal wave, computer or communications failure, software failure, program failure, network problem, sabotage, war, military operation, national emergency, mechanical or electrical breakdown, civil commotion, or the order, requisition, request, or recommendation of any governmental agency or acting governmental authority, or Lessor’s compliance therewith or government proration, regulation, or priority, or any other cause beyond Lessor’s reasonable control whether similar or dissimilar to such causes. 21. Waiver. The parties and any guarantor expressly waive the right and agree not to bring or participate in any class or collective action (or other representative action) or any joinder or consolidation of claims with respect to any dispute arising out of or relating to this Agreement. ALL PARTIES TO THIS AGREEMENT HEREBy WAIVE TRIAL BY JURY IN ANy ACTION, PROCEEdING, SuIT, CLAIM, COuNTERCLAIM OR THIRd PARTy CLAIM BROuGHT By THE PARTIES HERETO ON ANy MATTER ARISING OuT OF OR OTHERWISE RELATEd TO OR CONNECTEd WITH THIS AGREEMENT. 22. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas applicable to agreements made and to be performed entirely within such state without regard to the conflicts of law principles of such state. The parties hereby agree that venue of any action under this agreement shall be exclusively in the state courts of Tarrant County, Texas. 23. Limitation on Action. you shall commence any action based in contract, tort or otherwise arising from, or related to, this Lease, or the subject matter thereof, within one (1) year of the accrual of that cause of action or such claim shall terminate and no such action may be maintained which is not commenced within that period. 24. Limitations of Damages. Lessor shall not be liable for special, consequential, exemplary, or punitive damages. In no event shall Lessor’s cumulative liability to Lessee, including, but not limited to Lessor’s own negligence, breach or error, exceed five hundred dollars ($500.00). 25. Lease Transfers. Lessor reserves the right, at its sole discretion, to reject or deny any lease transfer request. A transfer of this Lease must be approved in writing by an executive officer of Lessor at its offices in Fort Worth, Texas. Prior to consideration for approval, any transfer must meet the following conditions: (i) Lease payments must be paid current; (ii) any transferee is subject to credit approval by Lessor; and (iii) Lessee will remain liable for all lease payments, unless expressly released in writing by Lessor. Lessee is solely responsible for locating transferees of this Lease at its own expense. All costs of transfer are the responsibility of Lessee. A lease transfer fee of two hundred fifty dollars ($250.00) shall be assessed. 26. Miscellaneous. In the event you fail to comply with any provision of this Lease, Lessor shall have the right, but not the obligation, to effect such compliance on your behalf upon ten (10) days prior written notice to you. In such event, all monies expended by, and all expenses in effecting such compliance, shall be deemed to be additional rental, and shall be paid at the time of the next monthly payment of rent. All notices under this Lease shall be sufficient if given personally or mailed to the party intended at the respective address set forth herein, or at such other address as said party may provide in writing from time to time. Lessor and you intend this Lease to be a valid and subsisting legal instrument, and agree that any provision of this Lease which may be deemed unenforceable shall be modified to the extent necessary to render it enforceable and shall in no way invalidate any other provision or provisions of this Lease, all of which shall remain in full force and effect. 27. Counterparts. This Lease may be entered in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy, or photocopy of an executed counterpart shall be sufficient as an original hereof. 28. Survival. Any and all provisions of this Lease that impose or could be construed to impose a continuing obligation, duty, or requirement upon MERCHANT including, but not limited to indemnification, shall survive the expiration or termination, for any reason, of this Lease. 29. Entire Agreement; Changes. This Lease contains the entire agreement between the parties and may not be altered (either in writing or verbally), amended, modified, terminated or otherwise changed except in writing and signed by one of the Lessor’s executive officers. you acknowledge and agree that there have been no representations, warranties, agreements or understandings which are not reflected in the written terms of this Lease and Lessor is not bound by any terms not expressly stated herein. No sales representative is authorized to make and you agree that you have not relied upon, any written or oral representations, warranties, agreements or understandings not reflected herein. 30. If any term, provision, covenant or condition of this Agreement is determined by any local, state or federal court or law enforcement agency to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or condition shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted, then such provision shall as to such jurisdiction, be deemed to be excised from this Agreement and any such invalidity, illegality or unenforceability with respect to such provision shall not invalidate or render unenforceable such provision in any other jurisdiction, and the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Merimac Capital Terms & Conditions to the Non-Cancelable Commercial Lease Agreement

X ________________________________________________________ _______________________________Signature Acknowledging Receipt of Terms & Conditions date


Form W-9(Rev. December 2014)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

Pri

nt o

r ty

pe

See

Sp

ecifi

c In

stru

ctio

ns o

n p

age

2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

Individual/sole proprietor or single-member LLC

C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.

Other (see instructions)

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.)

6 City, state, and ZIP code

Requester’s name and address (optional)

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

– –

orEmployer identification number

–

Part II CertificationUnder penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign Here

Signature of U.S. person Date

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of FormAn individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

For full instructions, go to www.irs.gov/pub/irs-pdf/fw9.pdf.

merchant atm agreement

Documents