Exhibit 10.8.1
AMENDMENT NUMBER THREE
to the
MASTER SERVICES AGREEMENT ("Agreement"), as amended,
between
Payment One Corporation (f.k.a. eBillit, Inc.)("PAY1")
and
and National Online Services Inc. ("Client")
dated
March 30, 2001
WHEREAS, Clients Billing Transactions have been the subject of
LEC-reported End-User complaints, in some cases, exceeding
LEC-imposed thresholds for such complaints; and
WHEREAS, Client acknowledges that excessive End-User complaints
increase PAY1's administrative costs as well as threaten
PAY1's Billing Contracts with LECs and a loss or interruption
of such Billing Contracts could result in irreparable harm to
PAY1.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree, effective as of May 1, 2003 ("Amendment Date"), as
follows:
1. All capitalized terms not defined herein shall have the
meaning ascribed to them under the Agreement.
2. The "End-User Adjust" fee element of Exhibit II-D to the
Agreement is hereby amended to be $50.00 per event (such
events the "Chargeable LEC Inquiries") to a maximum of
$150,000 per month. In the event that, for any two consecutive
months, the total quantity of Chargeable LEC Inquiries exceeds
3,000, then, as liquidated damages and not as a penalty,
Client shall pay an additional fee of $50,000. Notwithstanding
the foregoing, if Client's Billing Transactions produce less
than 1.3% Chargeable LEC inquiries (measured as current month
events divided by prior month's unique BTNs) for two
consecutive months, then the "End-User Adjust" fee element of
Exhibit II-D shall be restored to the LEC pass-through rates
effective with the month in which such goal is reached and for
each month thereafter where such goal is maintained.
3. In the event that billing restrictions are Imposed on Client's
Billing Transactions for any Account covered under the
Agreement, including but not limited to, limitations on new
record submission, recurring record submission or volume of
records submitted, then the provisions of paragraph 2, above,
will not apply during the period of such restriction for billing
records that apply for the geographic/LEC region of the
restriction.
PaymentOne NOS Amend MSA 3 6-11-03 Rev B -CONFIDENTTAL - Page 1 of 2
4. All other terms and conditions of the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this amendment to the
Agreement to be effective as of the date first set forth above.
PaymentOne Corporation National Online Services, Inc.
BY: __/s/__[ILLEGIBLE]______ BY: __/s/__[ILLEGIBLE]______
NAME: _____[ILLEGIBLE]______ NAME: _____[ILLEGIBLE]______
TITLE: _______CEO___________ TITLE: _____President_______
DATE: ______6-12-03_________ DATE: ______6-12-03_________
PaymentOne NOS Amend MSA 3 6-11-03 Rev B -CONFIDENTTAL - Page 2 of 2
AMENDMENT NUMBER TWO
to the
MASTER SERVICES AGREEMENT ("Agreement"), as amended,
between
PaymentOne Corporation (f.k.a. eBillit Inc.) ("EBI")
and
and National Online Services, Inc. ("Client")
dated
March 30, 2001
The parties hereto agree, effective as of December 1, 2002 ("Amendment Date"),
as follows:
1. All capitalized terms not defined herein shall have the meaning
ascribed to them under the Agreement.
2. Exhibit "B" to the Agreement is hereby amended by replacing it entirely
with the attached Exhibit "B".
3. Section 2 of the Agreement is hereby amended to add Service Options for
DirectBill Services, Credit Card Processing and Automated Clearing
House (ACH), which are more fully described on the respective Schedules
III, IV and V attached hereto together with applicable Exhibits
thereto.
4. Four overlay documents (each an "Overlay") are attached to this
Amendment Number Two to the Agreement, and each Overlay identifies an
affiliate of Client and its authorized signatory. Each Overlay shall
establish a Master Services Agreement between EBI and such affiliate,
with terms and conditions identical to those agreed to by EBI and
Client in the Agreement, as amended on October 1, 2002 and December 1,
2002. Each affiliate shall be responsible for its contractual
obligations with respect to its individual Account only; however, the
Client, National Online Services, Inc., shall bear overall
responsibility for any aggregate minimum commitments hereunder.
4. This Agreement, as amended, shall terminate as of March 30, 2005 unless
otherwise extended by mutual consent of the parties. All other terms
and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this amendment to the Agreement to
be effective as of the date first set forth above.
PaymentOne Corporation National Online Services, Inc.
BY: /s/ Xxx Xxxx BY: /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------ --------------------------
NAME: Xxx Xxxx NAME: Xxxxxxx X. Xxxxxx, Xx.
---------------- ------------------------
TITLE: CEO TITLE: President
--------------- -----------------------
DATE: 12/9/02 DATE: 12/6/02
---------------- ------------------------
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 1 of 17
EXHIBIT "B"
Fees
The following Fees shall apply:
1) Phone Xxxx Services (Telco Billing)
a) Initial Account Setup Fee: (Paid in full) $5,000.00 one time
- Additional Accounts (Waived for up to two Accounts) $1,500.00 each
b) EBI Processing Fee for Monthly Recurring charges ("425001" records):
Gross Dollars Deposited each Month times 3%
c) EBI Processing Fee for 1+ toll charges ("01xx01" records):
Billing
Transactions
Deposited Monthly Fee: Greater of:
First 100,000 $0.0475 per Transaction or 1% of billed amount
Next 200,000 $0.0425 per Transaction or 1% of billed amount
Next 300,000 $0.0375 per Transaction or 1% of billed amount
Next 400,000 $0.0325 per Transaction or 1% of billed amount
All Remaining $0.0275 per Transaction or 1% of billed amount
Note: The total EBI Processing Fee for each Deposit Month shall be the
greater of: i) the fees calculated in parts b) and c), above; ii) $0.85
per unique monthly recurring charge; or iii) a minimum monthly fee
based on the Deposit Months and amounts set forth in the following
schedule:
January 2003 and February, 2003 - $16,500/Mth
March, 2003 and April, 2003 - $18,500/Mth
May 2003 and June, 2003 - $20,500/Mth
July, 2003 and thereafter - $22,500/Mth
The minimum monthly fee, above shall cover the first six (6) Accounts
established by Client to include the following affiliated entities:
National Online Services, Inc., Liberty Online Services, Inc.,
AmeriLinc, Inc., SBA Online Inc., and Epixtar Communications Corp. Each
additional Account shall require an additional $5,000 in minimum
monthly fee commitment.
2) End-User Inquiry
a) Oral End-User Inquiry $ 3.95 each
b) Referral (live agent) $ 2.00 each
c) Transferred or auto-referred $ 0.11 per minute
d) Written End-User Inquiry $ 50.00 each
e) Written regulatory complaints $ 150.00 each
f) Adjustment record processing $ 0.50 each
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 2 of 17
3) DirectBill Services (Client-Branded Billing)
a) Initial Invoice Fee (per Invoice)* $ 1.89 each
* Includes: 2-page invoice generation (printed front
and back), rating, printing, postage, lock-box
administration, posting of adjustments and
payments, account maintenance, and settlement of
funds.
b) Additional Invoice Pages $ 0.19 each
c) Minimum Monthly Invoicing Fees - Waived for first DirectBill
Account, $5,000 per Account/month thereafter.
d) Startup/Account Setup Fee (per Account) $15,000 one time
e) Xxxxxxx Notices (optional) $ 0.80 each
f) Custom Development (subject to Client approval) TBD
4) Credit Card Processing
a) Application Fee (per Account) $ 100 one time
b) Monthly Activity Fee:
0 to 25,000 monthly transactions $0.05 per transaction
25,001 to 75,000 monthly transactions $0.04 per transaction
75,001 to 150,000 monthly transactions $0.03 per transaction
over 150,000 monthly transactions $0.02 per transaction
(Minimum Monthly Activity Fee: $500)
c) All Merchant Bank Fees Client responsible.
5) Automated
Clearing House (ACH)
a) Application Fee (per Account) $100 one time
b) Monthly Activity Fee:
0 to 25,000 monthly transactions $0.05 per transaction
25,001 to 75,000 monthly transactions $0.04 per transaction
75,001 to 150,000 monthly transactions $0.03 per transaction
over 150,000 monthly transactions $0.02 per transaction
(Minimum Monthly Activity Fee: $500)
c) Merchant Bank Fees $0.20 per transaction
e) Real-time Validation:
(i) Routing Number Check $0.03 per transaction
(ii) STAR Network (per match) $0.30 per transaction
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 3 of 17
f) Initial Return Fee $0.85 per transaction
g) Dishonored Return Service $1.50 per transaction
(in lieu of initial Return Fee)
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 4 of 17
SCHEDULE III - Service Order for DirectBill SERVICES
(CLIENT-BRANDED BILLING)
This Service Order for DirectBill Services ("Service Order") shall be
effective as of the Amendment Date. This Service Order may be terminated by
either party, as of the end of the then current Term of the Agreement, by
providing written notice to the other party at least 30 days prior to the end of
such current Term. Otherwise, this Service Order shall remain in full force and
effect until termination of the Agreement.
1. SERVICE ORDER SUMMARY. This Service Order shall generally include:
i) the editing and formatting of Billing Transactions, which have been submitted
by Client in a reasonably acceptable to EBI, ii) generation and distribution of
End-User invoices, iii) setup and maintenance of End-User account information
within the billing system, iv) processing and remittance of End-User payments,
v) standard reporting for each Client Account, and vi) rating of Billing
Transactions. In addition, Client may optionally include:, vii) adding
informational inserts to invoices, and viii) sending of xxxxxxx notices for
delinquent End-User accounts approximately 75 days after initial billing.
2. EBI PROCESSING. All Billing Transactions accepted by EBI pursuant to
the EBI Edit Process, shall be made available for invoicing to End-Users,
subject to the availability of billing name and address information ("BNA").
Client shall supply BNA for each End-User account. Billing Transactions that
have BNA information available shall be invoiced to End-Users, together with any
applicable Taxes, in accordance with mutually agreeable billing cycles.
3. INQUIRY SUPPORT. ADJUSTMENTS. EBI and Client have executed a
separate service order to cover End-User Inquiry, which is attached to the
Agreement as Schedule VI. As a result of End-User Inquiry services, or otherwise
as initiated by Client, EBI shall process Adjustments and incorporate the amount
of such Adjustments into the settlement of amounts due to Client. EBI shall
provide Client with up to three (3) sign-on Ids with which Client can access
End-User information within the DirectBill system.
4. REMITTANCE OF END-USER PAYMENTS TO EBI. EBI shall direct End-Users
to remit all payments to EBI (the "Proceeds"), which EBI shall then deposit into
an account with a federally insured financial institution. Client hereby grants
and conveys to EBI the right to endorse and deposit any check, draft or other
negotiable instrument received by EBI from an End-User. Any payments deposited
by EBI and remitted to Client by EBI on which a check is thereafter returned by
the financial institution as unpaid, shall be reported on a subsequent
remittance advice as a negative amount.
5. REMITTAL OF CLIENT FUNDS. Client shall be entitled to those Proceeds
that are remaining, if any, after deducting all Fees and other charges provided
for hereunder (hereafter "Net Proceeds"). Net Proceeds will include any Taxes
that were applied to, or included in, the amount of the Billing Transactions.
EBI shall remit to Client each week the Net Proceeds collected the prior week.
Subject to bank minimum wire size requirements, the transfer of any such funds
shall be by wire transfer, based on the account information
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 5 of 17
provided by Client. Remittances requiring manual transmittal may be via check
sent by forty-eight (48) hour delivery service, where available, to the address
designated in writing by Client. Client shall be responsible to provide EBI
written notice of any change of wire instructions or address.
6. REPORTS. On a weekly basis, EBI shall provide Client, through EBI's
web-based reporting system, a set of standard billing reports, which shall
include i) a summary of each billing cycle including dollars, minutes, number of
calls, and number of invoices sent during the prior week, ii) a summary of
outstanding End-User account balances with past due aging, and iii) a summary of
payments processed. Client may request in writing that EBI provide additional
reports. To the extent that EBI can comply with such request in a reasonable
manner, EBI shall supply such reports at an additional charge to the Client,
which charge shall be determined solely by EBI based upon the time and expense
EBI shall incur in generating such reports. Client agrees that it is solely
responsible for inspecting and reviewing all reports provided by EBI within
sixty (60) days of receipt by Client. Client's failure to report any errors or
inconsistencies with respect to such reports shall constitute acceptance by
Client.
{- End of Schedule lll. Exhibits follow. Remainder of page intentionally
left blank. -}
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 6 of 17
SCHEDULE IV - Service Order for CREDIT CARD PROCESSING
This Service Order for Credit Card Processing ("Service Order") shall
be effective as of the Amendment Date. This Service Order may be terminated by
either party by providing the other party with at least 30 days prior written
notice. Otherwise, this Service Order shall remain in full force and effect
until termination of the Agreement.
1. SERVICE ORDER SUMMARY. This Service Order generally includes the
provisioning of certain computerized capabilities to assist Client in the
administration and processing of commercial credit card transactions for
End-User's that select such method in payment for Client's Services, subject to
Client maintaining a valid, ongoing merchant account with a participating
financial institution.
2. Interface and Validation.
a) EBI shall utilize its real-time server platform designed to capture
End-Users' credit card billing information (hereafter the "Payment API"). Client
and EBI shall establish an effective link from Client's online order-entry
screen to EBI's Payment API.
b) For each unique End-User entry made into the Payment API, EBI shall
initiate a validation event through its links to credit card industry databases,
for the purpose of obtaining an authorization code, indicating acceptance (or
rejection) of the transaction by the underlying financial institution. EBI shall
promptly notify Client of the results of such authorization together with the
information originally delivered to the Payment API by Client.
c) All authorization and billing events shall be submitted by EBI using
Client's established merchant account, which account shall be provided by Client
to EBI in writing.
d) EBI shall store all relevant End-User billing information including,
without limitation, credit card numbers, charge amounts and authorization codes,
for a period of not less than two (2) years.
3. Inquiry & Adiustments. Client shall be responsible for all End-User
inquiries that may arise regarding the billed transactions and shall communicate
directly with its merchant bank regarding such matters. EBI shall provide
reasonable support to Client including, without limitation, providing copies of
information collected through the Payment Page, to assist Client in responding
to End-User inquiries.
4. Collection of Information. Client shall co-operate with EBI in the
collection, maintenance and storage of any End-User data that may be required to
satisfy any federal, state and local regulations applicable to the services
contemplated herein.
{- End of Schedule IV. Remainder of page intentionally left blank. -}
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 7 of 17
SCHEDULE V - Service Order for AUTOMATED CLEARINGHOUSE (ACH) Services
This Service Order for Automated Clearinghouse Services ("Service
Order") shall be effective as of the Amendment Date. This Service Order may be
terminated by either party by providing the other party with at least 30 days
prior written notice. Otherwise, this Service Order shall remain in full force
and effect until termination of the Agreement.
1. Service Order Summary. EBI maintains a relationship with a
third-party processor (the "Processor"), which is affiliated with an Originating
Depository Financial Institution ("ODFI"). The Processor and ODFI are associated
with the National Automated Clearing House Association ("NACHA"). Client has
requested that EBI cause its Processor to permit Client to initiate electronic
fund transfer entries (each an "Entry" or collectively "Entries") through the
ODFI for the deposit ("Credit") and/or collection ("Debit") of money to and from
the accounts of Client's customers maintained at participating depository
financial institutions, by means of the Automated Clearing House ("ACH")
network.
2. Operating Rules.
(a) Client shall comply with the operating rules of the NACHA, in
existence as of the date of this Agreement and as amended from time to time
(herein collectively referred to as the "ACH Rules"). The duties of the Client
set forth herein in no way limit the requirements of complying with the ACH
Rules.
(b) Client is subject to applicable U.S. law when initiating ACH
Entries. This includes, among other things, that Client is not violating the
Office of Foreign Assets Control ("OFAC") enforced sanctions, and is not acting
on behalf of, or transmitting funds to or from, any party subject to such
sanctions. Client shall only originate lawful ACH Entries, and is strongly
encouraged to obtain Specially Designated National ("SDN") and other compliance
information directly from the OFAC at (800) 540-OFAC or at
xxxx://xxx.xxxxx.xxx/xxxx/.
3. Client Authorizations and Records Retention. Before the initiation
by Client of any Credit or Debit Entry to a customer's account, Client shall
obtain from such customer an authorization to make one or more Entries to the
customer's account. Sample authorization forms are available in the ACH Rules or
from EBI upon request. Such authorization shall comply with the ACH Rules. Each
Entry thereafter will be made pursuant to such authorization. Client will
initiate no Entry after such authorization has been revoked or the arrangement
between Client and such customer has terminated. Client shall retain the
original or copy of each authorization for a period of not less than two (2)
years from the termination or revocation of the authorization, and will furnish
such original or copy to EBI, or to any applicable ODFI, upon request. The
Processor and the ODFI will retain records of all Entries for six (6) years from
the date the Entry was transmitted, and will provide a related party requesting
the information with a printout or reproduction of the information relating to
the Entry.
4. Customer Pre-Notification. Client shall send pre-notification that
it intends to initiate an Entry or Entries to a customer's account within the
time limits prescribed by the ACH Rules. Such pre-notification shall be provided
to EBI in the format and on the medium prescribed by the ACH Rules or otherwise
as mutually agreed to by the parties. If Client has received notice that such
pre-notification has been rejected within the prescribed period by a receiving
depository financial institution ("RDFI") as defined by the ACH Rules, Client
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 8 of 17
will not initiate any corresponding Entry to such customer's account until the
cause for rejection has been corrected and another pre-notification has been
submitted and accepted within the time limits prescribed by the ACH'Rules.
5. Delivery of Entry Information. Client shall deliver each Entry or
file of Entries to the location specified by EBI in accordance with the delivery
method set forth in Exhibit V-A, attached hereto, and in accordance with the
schedule set forth by the parties in the Time Specifications for File Delivery,
attached hereto as Exhibit V-B. All Entry information so delivered shall be in
the medium required by the Processor and the format required by the ACH Rules or
otherwise acceptable to EBI. All Entries shall be received, processed and
transmitted by EBI's Processor pursuant to the ACH Rules.
6. Settlement by Client for Entries. Client shall maintain a checking
account (the "Settlement Account" as further described in Exhibit V-D, attached
hereto) with a balance sufficient to offset any Credit Entries submitted, any
rejected Debit Entries and any other fees or charges to which EBI is entitled
hereunder. EBI's Processor shall be authorized to immediately debit the
Settlement Account as necessary to fund Entry deposits and any adjustments. If
Client discovers that any Entry it has initiated was in error, it may notify EBI
of such error and EBI will utilize all reasonable efforts on behalf of Client,
consistent with the ACH Rules to correct the Entry. In all such cases, it shall
be the responsibility of Client to notify its affected customers that an Entry
has been made, which is at variance with the customer's authorization or is
otherwise erroneous. NOTIFICATION OF ENTRIES, INCLUDING NOTIFICATION OF ENTRY
ERRORS, MUST BE AUTHORIZED BY INDIVIDUALS NAMED IN EXHIBIT V-C. If at anytime
Client's Settlement Account has an insufficient balance to cover transactions
for which it is intended, EBI may, in addition to any other remedy, suspend all
services under this Service Order until such time as the balance in the
Settlement Account is properly funded. In the event that EBI's Processor
requires the establishment of a reserve account with respect to Client's
Entries, Client shall use reasonable efforts to fund such reserve requirement or
otherwise modify its sales process to mitigate such requirement.
7. Customer's Right to Refund for Debit Entries. Client acknowledges
the right of a customer to obtain a refund of the funds debited from customer's
account by such customer sending a notice to an RDFI or ODFI, as applicable,
within sixty (60) days after any Debit Entry is made to customer's account or
fifteen (15) days after customer's monthly statement is made available to
customer, whichever occurs first, identifying the Entry, stating it was an
error, and demanding that the amount of the Debit Entry be credited back to
customer's account. Client agrees to promptly reimburse EBI for all funds due to
customers that have followed the notification procedure described in this
paragraph 7.
{- End of Schedule V. Exhibits follow. Remainder of page
intentionally left blank. -}
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 9 of 17
Exhibit V-A: ACH File Transmission
1. File Specifications. Client shall deliver an ACH file in the NACHA
Standard format as specified in the NACHA manual ACH Rules or such
other format as the parties may mutually agree to.
2. Delivery of File to Processor. Client must deliver the ACH file to
EBI's Processor using either: a) a modem approved by EBI running at
speeds not below 2400 baud and not to exceed 56K baud; or b) through an
online link to EBI's file transfer protocol site specifically
established for such purpose. Using the transmission program in the
software provided by EBI or other suitable software approved by EBI,
Client will be assigned, by EBI's Processor, a sign-on identification
code and password to deliver files to EBI's Processor. Any attempt to
deliver a file without the proper sign-on and password will result in
an unsuccessful file transmission. A successful transmission of an ACH
file in no way means a successful receipt of an ACH file for processing
by EBI's Processor. Client assumes responsibility for the receipt of a
positive acknowledgment of successful file transmission.
3. Verification, Authorization. Client shall provide, by fax or on-line
mail to EBI's Processor authenticating data, including, without
limitation, file name, total number of transactions, total Debit
Entries, total Credit Entries, file modifier, and an authorizing
signature by an official of Client as defined in Exhibit V-E. Client's
authorizing official may be contacted by EBI's Processor to ascertain
file validity before file is accepted for processing. Processor assumes
no responsibility for file rejection due to its inability to confirm
file validity.
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 10 of 17
Exhibit V-B: Time Specifications for File Delivery
Client shall deliver, to EBI's Processor, an ACH file in accordance with the
time specifications set forth below:
Credit Transactions shall be delivered on or before two business days
prior to the Entry effective date of the transactions contained within
the ACH file.
Debit Transactions shall be delivered on or before two business days
prior to the Entry effective entry date of the transactions contained
within the ACH file.
All files must be delivered to EBI's Processor by 3:00 p.m. EST in order to be
included in that day's submission.
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 11 of 17
Exhibit V-C: Authorized Signatures
The following personnel are authorized to create and transmit ACH files
for Client:
Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx 000 000 0000
-------------------------------- ---------------------- ------------------
Authorized Person (please print) Signature Telephone #
-------------------------------- ---------------------- ------------------
Authorized Person (please print) Signature Telephone #
-------------------------------- ---------------------- ------------------
Authorized Person (please print) Signature Telephone #
-------------------------------- ---------------------- ------------------
Authorized Person (please print) Signature Telephone #
-------------------------------- ---------------------- ------------------
Authorized Person (please print) Signature Telephone #
-------------------------------- ---------------------- ------------------
Authorized Person (please print) Signature Telephone #
-------------------------------- ---------------------- ------------------
Authorized Person (please print) Signature Telephone #
-------------------------------- ---------------------- ------------------
Authorized Person (please print) Signature Telephone #
Client is responsible for notifying EBI in writing of any changes to Client's
authorized personnel. EBI accepts no responsibility for files created by
terminated employees, or personnel whose authorization has been revoked by
Client, unless Client has notified EBI in writing of such termination or
revocation at least two (2) business days prior to submission of ACH files for
processing.
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 12 of 17
Exhibit V-D: Settlement Information
All debit entries originated by Client will be settled via ACH credit by the
Processor two (2) days following the Entry effective date or the settlement date
assigned by the ACH operator whichever is later.
All returns received by Processor for Client shall be debited or credited to
Company's settlement account immediately upon receipt of such return.
EBI and/or its Processor reserve the right to debit Client's Settlement Account
for a period of ninety (90) business days after the termination of this
contract. This debit is for the explicit purpose of reclaiming moneys owed EBI
or its Processor for any fees or returns incurred during the term of the
Agreement.
Settlement Account.
Bank Name
-----------------------------------------------------------------------
Bank ABA Number
-----------------------------------------------------------------
Bank Account Number
-----------------------------------------------------
Account Name
------------------------------------------------------------
EBI is authorized to debit the above-named account for any fees and charges that
are not otherwise paid by Client as and when due.
--------------------------------------------------------------------------------
Company Signature Title Date
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 13 of 17
MASTER SERVICES AGREEMENT ("Agreement")
Between
PaymentOne Corporation (f.k.a. eBillit, Inc.) ("EBI")
And
Liberty Online Services, Inc. ("Client")
The parties hereto agree, effective as of December 1, 2002 to hereby establish
an agreement with identical terms and conditions as defined and agreed to
between EBI and National Online Services, Inc. under that certain Master
Services Agreement dated March 30, 2001, with subsequent amendments dated
October 1, 2002 and December 1, 2002 (collectively the "Amended MSA").
This Agreement shall expire on March 30, 2005, in accordance with the terms of
the Amended MSA.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of the date first set forth above.
PaymentOne Corporation Liberty Online Services, Inc.
BY: /s/ Xxx Xxxx BY: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------- --------------------------
NAME: Xxx Xxxx NAME: Xxxxxxx X. Xxxxxx, Xx.
-------------------------- ------------------------
TITLE: CEO TITLE: President
------------------------- -----------------------
DATE: 12/9/02 DATE: 12/6/02
-------------------------- ------------------------
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 14 of 17
MASTER SERVICES AGREEMENT ("Agreement")
Between
PaymentOne Corporation (f.k.a. eBillit, Inc.) ("EBI")
And
AmeriLinc, Inc. ("Client")
The parties hereto agree, effective as of December 1, 2002 to hereby establish
an agreement with identical terms and conditions as defined and agreed to
between EBI and National Online Services, Inc. under that certain Master
Services Agreement dated March 30, 2001, with subsequent amendments dated
October 1, 2002 and December 1, 2002 (collectively the "Amended MSA").
This Agreement shall expire on March 30, 2005, in accordance with the terms of
the Amended MSA.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of the date first set forth above.
PaymentOne Corporation AmeriLinc, Inc.
BY: /s/ Xxx Xxxx BY: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------- --------------------------
NAME: Xxx Xxxx NAME: Xxxxxxx X. Xxxxxx, Xx.
-------------------------- ------------------------
TITLE: CEO TITLE: President
------------------------- -----------------------
DATE: 12/9/02 DATE: 12/6/02
-------------------------- ------------------------
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 15 of 17
MASTER SERVICES AGREEMENT ("Agreement")
Between
PaymentOne Corporation (f.k.a. eBillit, Inc.) ("EBI")
And
SBA Online, Inc. ("Client")
The parties hereto agree, effective as of December 1, 2002 to hereby establish
an agreement with identical terms and conditions as defined and agreed to
between EBI and National Online Services, Inc. under that certain Master
Services Agreement dated March 30, 2001, with subsequent amendments dated
October 1, 2002 and December 1, 2002 (collectively the "Amended MSA").
This Agreement shall expire on March 30, 2005, in accordance with the terms of
the Amended MSA.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of the date first set forth above.
PaymentOne Corporation SBA Online, Inc.
BY: /s/ Xxx Xxxx BY: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------- --------------------------
NAME: Xxx Xxxx NAME: Xxxxxxx X. Xxxxxx, Xx.
-------------------------- ------------------------
TITLE: CEO TITLE: President
------------------------- -----------------------
DATE: 12/9/02 DATE: 12/6/02
-------------------------- ------------------------
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 16 of 17
MASTER SERVICES AGREEMENT ("Agreement")
Between
PaymentOne Corporation (f.k.a. eBillit, Inc.) ("EBI")
And
Epixtar Communications Corp. ("Client")
The parties hereto agree, effective as of December 1, 2002 to hereby establish
an agreement with identical terms and conditions as defined and agreed to
between EBI and National Online Services, Inc. under that certain Master
Services Agreement dated March 30, 2001, with subsequent amendments dated
October 1, 2002 and December 1, 2002 (collectively the "Amended MSA").
This Agreement shall expire on March 30, 2005, in accordance with the terms of
the Amended MSA.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of the date first set forth above.
PaymentOne Corporation Epixtar Communications Corp.
BY: /s/ Xxx Xxxx BY: /s/ Xxxxxxx X. Xxxxxx, Xx.
---------------------------- --------------------------
NAME: Xxx Xxxx NAME: Xxxxxxx X. Xxxxxx, Xx.
-------------------------- ------------------------
TITLE: CEO TITLE: President
------------------------- -----------------------
DATE: 12/9/02 DATE: 12/6/02
-------------------------- ------------------------
Payment One - NOL Amend MSA 2. - Final.doc - CONFIDENTIAL - Page 17 of 17
AMENDMENT NUMBER ONE
to the
MASTER SERVICES AGREEMENT ("Agreement")
between
eBillit, Inc. ("EBI")
and
National Online Services, Inc. ("Client")
dated March 31, 2001
The parties hereto agree, effective as of October 1, 2002, as follows:
1. All capitalized terms not defined herein shall have the meaning
ascribed to them under the Agreement.
2. The Initial Term to hereby amended to be four (4) years from the
Effective Date.
3. Section "1" of Exhibit "B" to the Agreement is hereby amended by
replacing it entirely with the following:
"1 PhoneBill Services (Telco Billing)
a) Initial Account Setup Fee: (Paid in full) $5,000.00 one time
Additional Accounts (Waived for up to
two Accounts) $1,500.00 each
b) EBI Processing Fee for Monthly Recurring charges ("426001"
records):
Gross Dollars Deposited each Month times 3%
c) EBI Processing Fee for 1+ toll charges ("01xx01" records);
Willing Transaction
Deposited Monthly Fee; Greater of:
------------------- ----------------
First 100,000 $0.0475 per Transaction or 1% of
billed amount
Next 2000000 $0.0425 per Transaction or 1% of
billed amount
Next 300,000 $0.0375 per Transaction or 1% of
billed amount
Next 400,000 $0,0325 per Transaction or 1% of
billed amount
All Remaining $0,0275 per Transaction or 1% of
billed amount
Note: The total EBI Processing Fee for each Deposit
Month shall be the greater of: i) the fees calculated
in parts b) and c), above; ii) $0.85 per unique
monthly recurring charge; at iii) a minimum
monthly fee based on the Deposit Months and
amounts set forth in the following schedule:
October, 2002 thru December, 2002 - $10.000.00.
January, 2003 and thereafter - $16,000.00."
NOS Amend MSA CONFIDENTIAL Page 1 of 2
4. The first paragraph of Section 7 of Schedule II is hereby amended
by replacing it in its entirety with the following:
"1. "SETTLEMENT OF AMOUNTS DUE. Client shall be entitled
to the gross value of the Billing Transactions remitted to the
Telcos less any applicable Unbillables, Adjustments, Telco Holdback,
Excess Uncollectables (pursuant to any True-Ups), Fees, Telco Fees
and EBI Reserves (such difference the "Net Proceeds"). EBI shal1
calculate a "Pre-Pay Rate" by dividing the actual Net proceeds for
the three most recently settled Deposit Months by the face value of
the Billing Transactions for such Deposit Months, and multiplying
such quotient by 90%. On the first scheduled payment date (the
"Pre-Pay Date") occurring 60 days following the end of a Deposit
Month (the "Prey-paid Deposit Month"), EBI shall pay to Customer the
Pre-Pay Rate for the Billing Transactions relating to the Pre-Paid
Deposit Month (hereafter the "Pre-Paid Proceeds"). Within 30 days of
each Pre-Pay Date, EBI shall determine the difference, if any,
between actual Net Proceeds and Pre-Paid Proceeds for the subject
Pre-Paid Deposit Month and EBI shall either (i) remit any excess Net
Proceeds to Customer, (ii) apply any difference on the next
scheduled Pre-Pay Date, or (iii) invoice Customer for any shortfall
in Net Proceeds. In addition to the Net Proceeds, Client shall be
entitled to any excess Telco Holdback (pursuant to any True-Ups) and
any excess EBI Reserve as set forth below. All payments to Customer
shall be by bank wire and Customer is responsible for providing
complete and accurate wire instructions in writing to EBI."
5. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this amendment to the Agreement
to be effective as the date first set forth above.
eBillit, Inc. National Online Services, Inc.
BY: /s/ Xxxx X. Xxxxx BY:
------------------------------ -------------------------------
NAME: Xxxx X. Xxxxx NAME:
---------------------------- -----------------------------
TITLE: CFO TITLE: President
---------------------------- ----------------------------
DATE: 10/3/02 DATE: 10/3/02
---------------------------- ----------------------------
NOS Amend MSA CONFIDENTIAL Page 2 of 2
