Exhibit 99.1
EXCLUSIVE AUTOMATED TELLER MACHINE
SERVICES AGREEMENT
BETWEEN:
4CASH, A DIVISION OF IRMG INC. (4CASH)
000 Xxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, XX
X0X 0X0
AND:
TrackPower, Inc.
00000 Xxxx Xxxxxx,
Xxxx Xxxx, XX
X0X 0X0
WHEREAS TrackPower Inc. operates through a Strategic Partnership with Post Time
Technologies (hereafter referred to in this Agreement as TPWR) as a marketing
and information services company to Racetracks and Gaming facilities (defined as
Horseracing Tracks, Greyhound Tracks, Off Track Betting Establishments or
"OTBs", Sportsbooks and Casinos) (collectively "the Location"). Hereinafter,
TPWR and the Location are jointly referred to as the Contracting Parties
("Contracting Parties") and will be contractually bound by a Location Agreement
("Location Agreement").
AND WHEREAS 4CASH operates as Automated Teller Machines (ATM) equipment and
service supplier wishes to install one or more ATM(s) in any or all of the
Locations, with or without a combination of Information Kiosks ("Info Kiosks"),
on the terms and conditions set out in this Service Agreement ("Service
Agreement").
IN CONSIDERATION of the mutual covenants set out in this Service Agreement, the
Contracting Parties agree as follows:
TPWR grants to 4CASH the exclusive right to act as their ATM Partner (ATM Group)
to install, maintain and operate ATMs within the Locations that TPWR negotiates
a contract with at any Racetrack or Gaming related facility, with or without
accompanied Information Kiosks, in a space ("the licensed space") mutually
agreed upon between 4CASH and the Contracting Parties. The licensed space should
include all space occupied by the ATM and all area within a radius of three feet
therefrom up to, but excluding, the walls and ceiling of the Location. No fee or
rent shall be charged for the use of the licensed space, except as described in
the revenue sharing structure as set out in section 5.0.
4CASH grants to TPWR the exclusive right to act as their Sales and Marketing
representative to any Racetrack or Gaming related facility.
4CASH will supply, install and commission the ATM's to process transactions at
its expense, with surcharges and revenue sharing structure as set out in Section
5.0.
1.0 INSTALLATION, MAINTENANCE AND FUNCTIONING OF THE ATM
1.1 4CASH shall be allowed access to the Location as of the date of signing of
the Location Agreement to install the ATM in accordance with all relevant
laws, and in a good and workmanlike manner, and thereafter shall be
allowed access for service purposes. The Contracting Parties must supply
an electrical outlet or outlets for the purposes of connection of the ATM.
1.2 All installation costs shall be the responsibility of 4CASH, except the
supply of an electrical outlet or outlets. The Location will be
responsible for the cost of all services and utilities payable for the
licensed space, except telephone line hook-up and the installation of the
ATM, which will be the responsibility of 4CASH. 4CASH shall be allowed
access to the location's electrical panel and telephone lines for the
purposes of ATM installation. 4CASH will use its best efforts to install
the ATM in a manner, which will minimize, to the extent possible,
disruption to the Location's business.
1.3 All levels of maintenance of the ATM will be the responsibility of 4CASH
and the Contracting Parties will perform no maintenance on the ATM. The
Contracting Parties will provide reasonable access to 4CASH and its agents
to the machine for any required maintenance. The Contracting Parties
shall, in addition, keep the machine unobstructed at all times, and will
use its best efforts to ensure that the machine is not misused or
vandalized.
1.4 The Contracting Parties will promptly report to 4CASH any machine faults
or other conditions which prohibit transactions from being processed, to
the extent only that the Contracting Parties are made aware of or notice
any such faults or conditions in the course of ATM users notifying the
Contracting Parties. The Contracting Parties will not, however, be
responsible for the regular inspection of the ATM to ascertain whether
there are any faults or conditions prohibiting transactions from being
processed.
1.5 4CASH shall ensure that the ATM is in operation and processing
transactions during all business hours of the location during the Initial
Term and any subsequent renewal term(s). Non-functioning of the ATM for a
period in excess of seven (7) days may constitute breach of performance,
except where the inability for 4CASH to render the ATM operative is due to
electrical and/or telephone difficulties or other circumstances beyond the
control of 4CASH.
1.6 Failure by either party to comply with these provisions may constitute
breach of performance.
2.0 RIGHT OF TERMINATION
2.1 Location Agreement
In the event of any breach of performance and/or default within terms and
conditions set forth in the agreement pertaining to the Location Agreement, and
the failure of such defaulting party to cure such default within seven (7)
calendar days after receipt of written notice specifying the event or default
claimed, the terminating party may give immediate notice of termination at any
time thereafter subject to the terms set forth in 1.5 of this agreement. Upon
termination of such agreement, 4CASH shall remove it's ATM and any other
equipment or property within seven (7) days of termination. A termination of any
Location Agreement will not be considered a default or breach of performance of
this Service Agreement.
4CASH has the right to terminate a Location Agreement at any time should the
transaction volumes not meet the minimum annualised transactions as determined
in each Location Agreement. Upon termination of such agreement, 4CASH shall
remove its ATM and any other equipment or property within seven (7) days of
termination. A termination of any Location Agreement pursuant to this clause
will not be considered a default or breach of performance of this Service
Agreement.
2.2 Service Agreement
2.2.1 Termination for Default of the Service Agreement. If not terminated
sooner in accordance with the terms hereof, either TPWR or 4CASH may
terminate this Service Agreement upon the default of the other party
under this Service Agreement and the failure of such defaulting party
to cure such default within thirty (30) calendar days after receipt of
written notice specifying the event or default claimed. If such default
is not cured within the thirty (30) day period, the terminating party
may give immediate notice of termination at any time thereafter.
2.2.2 Termination Upon Insolvency. 4CASH and the Contracting Parties may
terminate this Services Agreement forthwith upon notice to the other
party if:
2.2.2.1 either party applies for or consents to the appointment of, or
the taking of possession by, a receiver or receiver/manager,
custodian, administrator, trustee, liquidator, or other
similar official for a party or for all or any part of its
business; or,
2.2.2.2 any proceeding against either party:
(i) has adjudicated it as bankrupt or insolvent;
(ii) has resulted in the liquidation, dissolution, winding up,
reorganization, arrangement, protection or relief or
composition of a party or its debts under any statute, rule or
regulation relating to bankruptcy, insolvency, reorganization,
relief or protection of debtors, or at common law or in
equity; or
(iii) has resulted in an appointment of a receiver or
receiver/manager for a party or for all or any material part
of a party's assets and such appointment has not been stayed
or discharged by it within ten (10) days from the date made.
2.2.3 Payment Due Upon Termination. Upon termination of this Services
Agreement, all monies owing by the Contracting Parties to 4CASH or by
4CASH to the Contracting Parties, together with any and all interest
accrued and unpaid thereon, shall be due and payable at the time of
termination.
3.0 TERM AND RENEWAL
3.1 The Service Agreement is in effect for a period of three (3) years,
commencing on the execution of this agreement ("Initial Term") provided,
however that either party for cause on 180 days prior written notice may
terminate said Agreement. Cause shall constitute any and all fraud, deceit
or dishonesty. The Services Agreement shall be automatically renewed for a
successive two (2) year period at the end of the Initial Term and at the
end of each renewal term until the Services Agreement is terminated by
either party giving written notice to the other party at least one hundred
and eighty (180) calendar days before the end of the Initial Term or any
renewal term. However, the Contracting Parties and 4CASH will be remain
bound to the terms of this Service Agreement even if such Agreement has
terminated, to ensure the obligations are met for any existing Location
Agreement that has yet to expire.
4.0 ADVERTISING
4.1 Each of 4CASH and the Contracting Parties shall have the right to
advertise that 4CASH has placed an ATM at the Location. 4CASH must obtain
written approval from the Contracting Parties as to all advertisements
referring to or showing the Contracting Parties' names, trademarks, or
logos, and, the Contracting Parties shall obtain written approval from
4CASH as to all advertisements referring to or showing 4CASH's name,
trademark, logo or it's ATM.
4.2 4CASH has the right to acquire third party advertising including, but not
limited to, video terminal display, skin coverings, or reproduction on
receipts, subject to the following conditions:
4.2.1 4CASH covenants that any such advertising will not be for any
establishments considered to be a competitor to the Contracting
Parties or any related businesses which are operating at the
locations subject of this Services Agreement.
4.2.2 Any third party advertising contemplated in this section shall be in
compliance with applicable advertising regulations and/or
legislation.
4.2.3 Approval of the Contracting Parties is obtained in writing for all
acquired third party advertising including, but not limited to,
video terminal display, skin coverings, or reproduction on receipts.
5.0 REVENUE SHARING
5.1 4CASH will receive 100% of the ATM revenues up to the minimum
transaction level determined within each Location Agreement. Out of this revenue
4CASH will reimburse TPWR their direct operating costs as described in Schedule
A. attached and 4CASH will retain their direct operating costs as estimated in
Schedule B. attached, when applicable.
5.2 In the event that Info Kiosks are not installed at a Location but ATMs
are, the ATM revenues will be shared between 4Cash and TPWR as described in
section 5.3.
5.3 If the Location takes 50% of the Transaction Fee 4CASH must
always receive 25% of the whole transaction fee and 50% of the whole interchange
fee. However, if the Location takes more or less than 50% of the transaction
fee, or any portion of the interchange fee, 4Cash and TPWR will equally share
the lost or gained percentages.
6.0 TITLE OF THE MACHINES
6.1 The ATM shall remain the property of 4CASH and 4CASH will not be
obstructed from removing the ATM for any reason that is in
accordance with this Agreement and the Contracting Parties shall not
have the right to seize the ATM for any reason not in accordance
with the terms of this Agreement
7.0 INSURANCE AND LIABILITY
7.1 4CASH shall maintain general liability insurance under its blanket
insurance policy to a minimum of one million dollars ($1,000,000.00)
per occurrence for personal injury and property damage with respect
to its operations in the licensed space in which the Contracting
Parties shall be named as insureds as their interests may appear.
TPWR will be provided with copies of said policy or policies.
7.2 4Cash and TPWR agree to equally share the costs of any additional
insurance that may be required by the Location
8.0 REMOVAL OF MACHINES
8.1 At the termination of this Services Agreement or any renewals
thereof, 4CASH shall immediately remove at their own expense the ATM
and all signage, restoring the premises where removal occurs to its
original condition and repairing any damage caused by the removal,
reasonable wear and tear expected.
9.0 EXCLUSIVITY
9.1 TPWR covenants that it will not install any non-4Cash ATM in
Racetracks or Gaming facilities for the duration of this Agreement.
10.0 NOTICES
10.1 Where it is required in the Agreement that notice is given, the
notice shall be in writing and shall be delivered in person, by
confirmed facsimile or sent by registered mail postage prepaid to
the following addresses:
To TPWR at: 00000 Xxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxx Xxxxxxxx
Copy to:
Post Time Technologies Inc.
X/x Xxxxx 000 - 00 Xxxx 0xx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Attention: Xxxxxxx Xxxx
To 4CASH at: 000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Cussons
Or at such other address as TPWR or 4CASH shall designate by written
notice. Any notice shall be deemed to have been given on the date on which
it is delivered or if mailed, on the third business day following such
mailing, and in the case of mailing subject to the duration of any
interruption in the postal services.
11.0 REPRESENTATION
11.1 Each of TPWR and 4 CASH, represents that it has the full right and
authority to enter into this Services Agreement.
12.0 TRANSFER
12.1 This Agreement shall not be transferred or assigned by either party
without the written consent of the other party.
13.0 ENTIRE AGREEMENT
13.1 This Agreement and any attached Schedules form the entire Agreement
between the parties and shall not be modified, amended or replaced
except by a further written agreement duly executed by the parties.
Agreed to on this 12th day of June, 2001 Agreed to on this 12th day of June,
2001 On behalf of TrackPower Inc. On behalf of 4CASH Inc.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxx Cussons
-------------------- -----------------
Xxxx X. Xxxxxxxx, Xxxxx Cussons,
Chairman & CEO President
