COMDATA TRANSPORTATION SERVICES
STANDARD CUSTOMER AGREEMENT
ACCOUNT #:
Company Name: Power2Ship, Inc. MC # 467847
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Address: 000 Xxxxx Xxxxx Xxxx
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City: Boca Raton State: FL Zip: 33487
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Billing Address (If different from above): same
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Telephone #: 000 000-0000 Fax #: 000 000-0000
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Contact Name: Xxxxxxx Xxxxxx Billing Attention to:
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E-mail Address: xxxxxxx@xxxxx0xxxx.xxx FID#:
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This Agreement is made and entered into by and between COMDATA NETWORK, INC.,
d/b/a Comdata Corporation" ("COMDATA") and the above named Company ("CUSTOMER"),
and sets forth the terms and conditions pursuant to which Comdata will provide
an account to Customer as provided for herein.
1. ACCOUNT AND SERVICES. (a) General. Comdata will provide Customer with an
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account (the "Account") and Comdata cards ("Cards") and Comchek drafts,
through the use of which Customer may access the credit, funds
distribution, financial information and other services chosen by Customer
on Schedule A, (the "Services"). Customer represents that it is either a
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governmental, non-profit or commercial business enterprise and agrees that
the Account is for business purposes only and will not be used for
personal, family or household purposes. Further, the Account may be used
only for valid and lawful purposes. Customer is responsible for notifying
its employees, agents and other representatives to whom the Services are
made available of the policies and procedures for use of the Services. All
Cards issued to Customer shall remain the property of the issuer and must
be returned upon request.
(b) Express Cash Debit Service. Comdata offers a debit card service (the
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"Debit Service") pursuant to which Customer may distribute funds to
employees, drivers and/or other authorized personnel by loading such funds
on PIN-activated Cards that access certain automated teller and
point-of-sale debit networks (the "Networks"). The Cards accessing the
Networks are issued by AmSouth Bank, a member of the Networks, or such
other substitute Network member as designated by Comdata. In the event that
Customer subscribes to and/or uses the Debit Service, Customer understands
that it will be required to establish and maintain a demand deposit account
at the Network member bank and agrees that (i) all such transactions
through the Debit Service are subject to availability of funds according to
respective account balance(s), the authorization and approval of each
respective Card and transactions effected thereby, Customer's current
credit relationship with Comdata and applicable laws, rules and
regulations, including, without limitation, those of Networks and (ii)
Comdata may modify the Debit Service and the transactions available in
connection therewith based upon, among other things, changes in the
foregoing. In addition to the transaction fees set forth in Schedule A
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hereof relating to the Debit Service, Customer shall pay to Comdata the
principal amount of any money withdrawn from ATMs or POS purchases. Such
fees are exclusive of any additional fees which may be imposed by owners of
ATMs, Networks or their respective agents.
2. CREDIT LIMIT. If approved, Comdata will establish a credit limit for the
Account, which is subject to periodic review and adjustment by Comdata.
Customer shall provide Comdata with such financial information as Comdata
may reasonably require to review Customer's credit limit and authorizes
Comdata to make any credit investigation Comdata deems necessary and
appropriate. Customer shall not allow its unpaid Account balance, including
fees and other charges on the Account, to exceed its credit limit. If
Customer exceeds its credit limit, then Comdata may request immediate
payment, request additional security, suspend the Account, and charge
additional service fees.
3. SECURITY. If requested by Comdata from time to time, Customer shall provide
Comdata with security for the performance when due of its obligations
herein. Such security shall be in the amount and form as set forth in
Schedule A, and the Account will not be available until such security is
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accepted by Comdata in its sole discretion.
4. FEES AND PAYMENTS TERMS. Current fees for use of the Account and Services
are set forth on Schedule A. Comdata shall have the right to change or add
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fees upon giving fifteen (15) days written notice thereof to Customer. If
the total fees on Customer's Account equal less than $25.00 for any month,
then Customer shall pay a minimum monthly account maintenance fee of $25.00
for such month. Customer shall make payment to Comdata of the full amount
of all transactions on its Account plus the applicable fees in accordance
with the payment terms on Schedule A. Any payments made by check shall not
be deemed to have been made until such check is honored upon presentation
for payment at Customer's bank. Customer shall pay a late charge in an
amount equal to the lesser of 1.5% per month or portion thereof, or the
maximum amount allowed by law on any outstanding balance not paid when due
under this Agreement. In addition, each time Customer's check or other
payment method is dishonored when presented for payment at Customer's bank,
Customer shall pay to Comdata a service charge of $20.00 or the maximum
amount allowed by law, whichever is less. Customer must notify Comdata of
any disputed item on Customer's statement within sixty (60) days from the
statement date or it will be deemed undisputed and accepted by Customer. In
the event that Comdata engages the services of a collection agency or an
attorney to preserve, protect, enforce or defend its rights under this
Agreement, Customer agrees to pay all such costs, expenses and fees of such
agency or attorney, including, without limitation, court costs and
out-of-pocket expenses.
5. TERM. This Agreement will remain in effect for a term of two years
commencing on the date this Agreement is approved by Comdata.
6. ANTICIPATED VOLUME COMMITMENT. During each calendar month of the term of
this Agreement, Xxxxxxxx agrees to use the Account for not less than ninety
(90%) percent of its transactions which may be effected by the Account
(e.g., fuel and cash advance transactions). Customer and Comdata agree that
the aggregate number of monthly transactions is set forth on Schedule A,
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and ninety percent (90%) of that number of transactions shall be defined as
the "Minimum Monthly Volume". If during any month the aggregate number of
transactions effected by the Customer is less than the Minimum Monthly
Volume, then Customer shall pay to Comdata an amount equal to the
difference obtained by subtracting the actual number of transactions in any
given month from the Minimum Monthly Volume and multiplying such number by
the applicable Comdata Card Funded Fuel Level C rate for Fuel and Cash
transactions, Express Comchek rate for Express Comchek transactions and the
Comdata Express Cash Load Fee rate for Comdata Express Cash Loads as set
forth on Schedule A. If Customer terminates this Agreement at any time
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during the initial or a renewal term hereof or Comdata terminates this
Agreement at any time upon the occurrence of an event of default, then
Customer shall nevertheless remain obligated to pay the Minimum Monthly
Volume fees calculated in accordance with this Section for the number of
months remaining in the then-existing term after the effective date of the
termination. This Section shall not apply if Customer can satisfactorily
prove to a Comdata representative that its current Comdata volume is
greater than 90% of its total transactions.
7. DEFAULT AND REMEDIES. In the event of Customer's default under this
Agreement, including, without limitation, failure to comply with the credit
limit and payment terms provisions hereof, Comdata shall have the right to
immediately suspend the Account until such breach is cured. In the event
any such breach or default is not cured within a reasonable period of time,
then Comdata may thereafter terminate this Agreement. Customer's obligation
to pay for all outstanding amounts on the Account incurred before the
effective date of termination shall survive termination.
8. RESPONSIBILITY FOR CARDS, CODES AND SECURITY INFORMATION. Customer agrees
to accept full responsibility for all purchases and transactions made as a
result of the use of Cards, Codes, Comcheks , passwords or other security
codes and procedures. Customer shall notify Comdata immediately by
telephone of any loss, theft, unauthorized use or fraudulent use of Cards,
codes, passwords or other security codes or procedures and shall be fully
responsible for the unauthorized or fraudulent use thereof until such time
as Comdata has received such notification from Customer provided that each
fraud or misuse is not attributed to Comdata.
9. EQUIPMENT. Comdata may provide Customer with equipment to establish a
communications link with Comdata for the fee set forth on Schedule A. Such
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equipment shall be utilized only for the purpose of accessing services
provided by or through Comdata and for no other purpose, and Customer shall
not alter or modify such equipment without the written consent of Comdata.
Customer shall be responsible for any damage to the equipment while in its
possession. The equipment shall at all times remain the property of
Comdata, and, in the event of the termination of this Agreement, shall be
returned by Customer to Comdata in the same condition in which it was
received by Customer, ordinary wear and tear excepted.
10. LIMITATION OF LIABILITY. Comdata shall not be liable to Customer for any
loss or damages sustained by Customer as a result of delay in servicing a
transaction request, delay resulting from equipment failure or transmission
failure, act of God or any other cause not within the reasonable control of
Comdata. IN NO EVENT SHALL COMDATA BE RESPONSIBLE FOR CONSEQUENTIAL,
SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER COMDATA WAS
MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COMDATA MAKES NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. CONFIDENTIALITY. Comdata and Customer agree and covenant to each other that
they shall not, during the performance of this Agreement or at any time
after the termination or expiration hereof, use or disclose to any third
party other than during the proper performance of their duties hereunder,
the terms, rates and conditions of this Agreement, the confidential and
proprietary information of the other party hereto, including, but not
limited to technical information, such as file record layouts, or any of
the procedures, practices or confidential dealings of the other party
hereto. The provisions of this Section shall not apply to disclosures
required by law. Customer acknowledges and agrees that all transaction
information, including, without limitation, Comdata card numbers,
Customer's rates and fees and data gathered at the point-of-sale by
Comdata, whether electronically or by voice, is property of Comdata.
Customer shall be entitled to use this information only for its internal
business purposes and shall not divulge the same to any other person, firm
or corporation without the written consent of Comdata.
12. LIABILITY OF ACTS OF CUSTOMERS, EMPLOYEES AND AGENTS. Customer agrees to
hold Comdata harmless from any and all liability resulting from the acts of
any employees or agents of Customer, which acts shall include but are not
limited to negligent acts and willful misconduct of such persons. For
purposes hereof, any person who is given authorization by Customer to use
Cards, Express Checks, codes, passwords or other security codes or
procedures shall be deemed an agent of Customer.
13. RIGHT OF SETOFF. Comdata shall have the right to setoff and apply any
amounts owing by Comdata to Customer against any amounts owing from
Customer to Comdata pursuant to this Agreement.
14. QUALITY ASSURANCE. For quality assurance purposes, Comdata may record calls
with Comdata's customer service representatives.
15. NOTICES. All written notices required to be given by this Agreement shall
be deemed to be duly given if delivered personally or sent by U.S. mail,
facsimile or overnight courier to Comdata, 0000 Xxxxxxxx Xxx, Xxxxxxxxx, XX
00000, or to Customer at the address listed on the front of this Agreement.
16. MISCELLANEOUS. This Agreement shall be governed by the laws of the State of
Tennessee without regard to the choice of law rules of such state. Any
action to enforce or interpret this Agreement shall be brought in the
appropriate judicial forum located in Nashville, Davidson County,
Tennessee, and Customer does hereby consent to such jurisdiction and waives
any objections thereto. No waiver by either party of any breach of any
provision of this Agreement to be performed by the other party shall be
construed as a waiver of any succeeding breach of the same or any other
provision of this Agreement. This Agreement, together with Schedule A
constitutes the entire agreement of the parties relating to this subject
matter and except as expressly set forth herein may only be modified by a
writing signed by both parties. This Agreement may not be assigned, in
whole or in part, by Customer without the prior written consent of Comdata.
Customer shall return the originally executed copy of this Agreement to
Comdata as soon as possible. Notwithstanding the foregoing, Customer
acknowledges and agrees that electronic records and signatures and
facsimile copies of signatures shall have the full legal effect of a
writing.
17. TERM COMMITMENT INCENTIVE. Comdata agrees to credit to Customer all
Customer transaction fees charged for all Comdata Card Funded Fuel, Comdata
Funded Fuel with Cash, Comdata Non Funded Fuel (Data Capture), and Comdata
Card Terminal Fuel Data Capture Transactions, for a period of twelve
months, commencing as of the first month in which Customer begins use of
these Services. Should Customer cease using these Services during the term
of this Agreement, the provisions of this Section shall no longer apply,
and the Customer will be bound by the other provisions of this Agreement.
ACCEPTED AND AGREED:
CUSTOMER
By: s/s Xxxxxxx X. Xxxxxx
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Signature
Xxxxxxx X. Xxxxxx
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Please Type Or Print Name
Title: President
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Date: 10-03-03
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APPROVED BY COMDATA:
By: s/s Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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Please Type Or Print Name
Title: Vice President Xxx'x Accts
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Date: 10-3-03
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COMDATA TRANSPORTATION SERVICES
STANDARD CUSTOMER AGREEMENT
SCHEDULE A
CUSTOMER: POWER2SHIP, INC. ACCOUNT #:
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This Schedule A set forth certain term and conditions to the Comdata
Transportation and Services Standard Customer Agreement by and between Comdata
Network, Inc. d/b/a Comdata Corporation ("Comdata") and the Customer named
above.
ACCOUNT AND SERVICE FEES PAYMENT TERMS:
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Customer shall pay to Comdata a
fee per transaction to be charged All payments shall be for all transactions through
daily, to be calculated as follows: the previous day.
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TRANSACTION TYPE FEE PER TRANSACTION METHOD OF PAYMENT
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Comdata Card Funded Level A (Directory) $0.25 With Cash $0.25 Wire Customer Initiated ACH
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Comdata Card Funded Level B (Directory) $0.50 With Cash $0.50 Comdata Initiated ACH EFT
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Comdata Card Funded Level D (Directory) $1.25 With Cash $1.25 X Prepaid Wire Transfer (Comcash)
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Comdata Card Funded Cash Only $1.25 Other
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Comdata Card Non Funded Fuel (Data Capture) $0.45
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Comdata Card Terminal Fuel Data Capture $0.45 Frequency of Payment
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Comdata Credit Card $N/A Cash Card / Express Comchek
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Comdata Card ATM Access (Limit Based) US $1.25 International $1.25 Daily
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Balance Inquiry $1.00 Decline $1.00 Times Weekly (M T W TH F S)
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Comdata Express Cash: X
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Load Fee (one Fee draft &/or direct deposit) $1.50
Manual Direct Deposit Fee $1.00 (after 1st transaction) Credit Card
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Automatic Direct Deposit Fee $0.50 Daily
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ATM Access Fee (US) / (International) $1.25 / $2.25 Semi-Monthly (15th, End of Month)
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ATM Balance Inquiry / Decline Fee $1.00 / $1.00 Monthly (End of Month)
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POS Debit / Decline $0.50 / $0.50
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Express Comcheck (Per $1,000 increments) $1.25 SECURITY
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MINIMUM MONTHLY TRANSACTIONS Customer shall provide Comdata with
the Security checked below to secure
the performance of its obligations.
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Comdata Card Fuel and Cash Transactions N/A per month TYPE AMOUNT
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Comdata Express Cash Loads N/A per month Letter of Credit $
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Express Comchek Transactions N/A per month Bond $
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Comdata Answer Plus (provided by Comdata
Telecommunications Services, Inc. Deposit $
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Long Distance Service (per minute) 0.13 Surcharge/Call $0.26 Other $Comcash
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Information Services (i.e. News, Weather) N/A
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A per call fee of $.26 applies to all calls
originating from payphones
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Customer Service Fee (per call) 1.50 (after 90 days) CREDIT LIMIT
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Comcheck Services Payphone Fee: Each time
a call is made from a payphone to Comchek
Services number (0-000-000-0000) a $.26
fee will be deducted from the Card Comdata provided credit limit based
balance. on the following:
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Monthly Fee for Faxed or Mailed Invoices $10.00 Credit Application $
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Equipment Fees: D & B Rating $
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Stripe Reader (per unit) $N/A # of units N/A Financials $
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Stripe Reader with Printer (per unit) $N/A # of units N/A Corporate Guarantee $
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[ ] Fuel Management Monthly Fee (choose one): Personal Guarantee $
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[ ] 50% of Savings [ ] Flat Monthly fee of $ TOTAL CUSTOMER CREDIT LIMIT IS:
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One time set-up fee of $50.00, which is
payable as follows(choose one): N/A Amount: $0
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[ ] Enclosed [ ] Bill to Account
[ ] Deduct from Opening Balance ($0 if Comcash Account)
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Signature of Authorized Customer Representative:
s/s Xxxxxxx X. Xxxxxx Date: 10-3-03
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Printed Name and Title:
Xxxxxxx X. Xxxxxx President
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Accepted by Comdata:
s/s Xxxxx X. Xxxxxx Date: 10-3-03
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Printed Name and Title:
Xxxxx X. Xxxxxx - Vice President
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