LIMITED LIABILITY COMPANY AGREEMENT OF iADVANTAGE, LLC
Exhibit 3.18
This Limited Liability Company Agreement (the “Agreement”) of iADVANTAGE, LLC, a
Delaware limited liability company (the “Company”), is made as of July 9, 2011, by
iPAYMENT, INC., a Delaware corporation (the “Member”).
WHEREAS, the Member desires to form the Company as a limited liability company in accordance
with the Delaware Limited Liability Company Act (as amended, the “Act”);
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Organization. On July 9, 2011, the Company was formed as a Delaware limited
liability company by the filing of a certificate of formation in the office of the Secretary of
State of Delaware (the “Certificate”). The authorized person has resigned effective at the
time of the filing of the Certificate of Formation.
Section 2. Registered Office; Registered Agent. The registered office of the Company
in the State of Delaware will be the initial registered office designated in the Certificate or
such other office (which need not be a place of business of the Company) as the Member may
designate from time to time in the manner provided by law. The registered agent of the Company in
the State of Delaware will be the initial registered agent designated in the Certificate, or such
other person as the Member may designate from time to time in the manner provided by law. The
principal office of the Company will be at such location as the Member may designate from time to
time, which need not be in the State of Delaware.
Section 3. Powers. The Company will have all powers permitted to be exercised by a
limited liability company organized in the State of Delaware.
Section 4. Term. The Company commenced on the date the Certificate was filed with the
Secretary of State of Delaware, and will continue in existence until terminated pursuant to this
Agreement.
Section 5. Fiscal Year. The fiscal year of the Company for financial statement and
federal income tax purposes will be the same as the Member’s fiscal year.
Section 6. Member. The Member owns 100% of the limited liability company interests in
the Company.
Section 7. Address. The address of the Member is set forth below:
iPayment, Inc.
00 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
00 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Section 8. New Members. No person may be admitted as a member of the Company without
the approval of the Member.
Section 9. Liability to Third Parties. The Member will not have any personal liability
for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort
or otherwise.
Section 10. Capital Contributions. The Member has made a capital contribution in cash
to the Company in the amount of $100.00. The Member will not be required to make any additional
capital contributions to the Company except as may otherwise be agreed to by the Member.
Section 11. Participation in Profits and Losses. All profits and losses of the
Company will be allocated to the Member.
Section 12. Distributions. Distributions will be made by the Company to the Member at
such times as may be determined by the Member.
Section 13. Management. The power and authority to manage, direct and control the
Company will be vested solely in the Member.
Section 14. Officers. The Member may but is not required to, from time to time,
designate one or more individuals to be officers of the Company, with such titles as the Member may
assign to such individuals. Officers so designated will have such authority and perform such duties
as the Member may from time to time delegate to them. Any number of officer positions may be held
by the same individual. Any officer may resign as such at any time by providing written notice to
the Company. Any officer may be removed as such, either with or without cause, by the Member, in
its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by
the Member. The officers of the Company, if and when designated by the Member, will have the
authority, acting individually, to bind the Company.
Section 15. Indemnification. The Company shall indemnify any individual who is or was
a party or is or was threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he is or was the
Member or an officer, or manager of the Company against expenses (including reasonable attorneys’
fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such individual in connection with such action, suit or proceeding, to the extent
permitted by applicable law. The right to indemnification conferred in this Section 15 includes the
right of such individual to be paid by the Company the expenses incurred in defending any such
action in advance of its final disposition (an “Advancement of Expenses”);
provided, however, that the Company will only make an Advancement of Expenses upon
delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts
so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified
under this Section 15 or otherwise.
Section 16. Dissolution. The Company will dissolve and its affairs will be wound up as
may be determined by the Member, or upon the earlier occurrence of any other event causing
dissolution of the Company under the Act. In such event, the Member will proceed diligently to
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wind up the affairs of the Company and make final distributions, and will cause the existence of
the Company to be terminated.
Section 17. Amendment or Modification. This Agreement may be amended or modified from
time to time only by a written instrument that is executed by the Member.
Section 18. Binding Effect. This Agreement will be binding on and inure to the benefit
of the Member and its successors and assigns.
Section 19. Governing Law. This Agreement is governed by and will be construed in
accordance with the law of the State of Delaware without regard to the conflicts of law principles
thereof.
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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date
set forth above.
| MEMBER: | ||||
| iPAYMENT, INC., a Delaware corporation | ||||
| /s/ Xxxx Xxxxxx
|
||||
| Xxxx Xxxxxx | ||||
| Chief Executive Officer |
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SCHEDULE A
| Member and Business Address | Capital Contribution | Interest | ||||||
iPayment, Inc. 00 Xxxxxx Xxxxx Xxxx. Xxxxx 000 Xxxxxxxxx, XX 00000 |
$ | 100.00 | 100 | % | ||||
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