EXHIBIT 10.24
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MONEYLINE EXPRESS, INC.
AGREEMENT
Home Banking Xxxx Payment Processing
and Funds Transfer Services
1. Parties. This Agreement is between Digital Insight, LLC ("Digital
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Insight") and Moneyline Express, Inc. ("Moneyline").
2. Effective Date. The effective date of this Agreement is February 27,
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1997.
3. Purpose. Digital Insight provides a service to Financial Institutions
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for Financial Institution Customers ("Customers") to pay bills ("Xxxx Payment
Services" or "Program") and receive other banking services through telephone or
home computer activated instructions (collectively "Home Banking"). Moneyline
provides to Digital Insight as a part of the Xxxx Payment Services, back-room
processing of Customer activated payment instructions, funds transfer services
for payment to payees ("Vendors") listed in such instructions, and certain
Customer information services (collectively "Moneyline Services"). Digital
Insight shall provide Moneyline with a list of Financial Institutions under
contract with Digital Insight for Xxxx Payment Services, as well as additions or
deletions to such list as they occur.
4. Contractual Relationship. This Agreement is intended and shall be
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construed solely as an independent subcontract of Moneyline to Digital Insight
in the
offering by Digital Insight of Xxxx Payment Services. This Agreement is not
intended for the benefit of Financial Institutions, Customers or any other third
persons, and shall not be deemed a joint venture, partnership or similar joint
undertaking.
Digital Insight grants Moneyline rights as an authorized and primary vendor
to provide those services described as Moneyline Services in any and all
offerings by Digital Insight of Xxxx Payment Services to Financial Institutions.
Financial Institutions are those depository institutions insured, or eligible
for insurance, by the Federal Deposit Insurance Corporation, or the National
Credit Union Administration.
5. Services. The Moneyline Services provided by Moneyline for Digital
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Insight, and the services provided by Digital Insight as a part of Xxxx Payment
Services ("Digital Insight Services") are described in Exhibit A.
6. Credit Risk.
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A. Consumer DDA Accounts: Between the parties, Moneyline bears the
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credit risk associated with potential NSF/return items for all
consumer DDA accounts. Moneyline will manage the risk as provided in
the procedures which were previously provided to Company.
B. Business DDA Accounts: Between the parties, Moneyline bears the
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credit risk associated with potential NSF/return items for business
DDA accounts only when all of the following conditions are met:
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(i) Total exposure is limited to a maximum loss of $5,000.00 per
business account.
(ii) Only top tier (A and B, as defined in Moneyline's credit and
risk evaluation system) business clients will be offered the xxxx
payment service. This means that the business is in good financial
condition and has been a customer of the financial institution for at
least two years. For businesses open less than two years, Moneyline
requires the opportunity to review and approve or disapprove the
financial condition of the business. Costs associated with this credit
review process will be paid by the participating financial
institution.
(iii) Each payment is capped the same as for consumer xxxx payments.
The cap on the effective date of this Agreement is $9,999.00.
Moneyline may change the cap from time to time with the prior consent
of Company.
C. Risk Reduction Measures: Moneyline may at its option implement
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reasonable measures to reduce credit risks. These may include but are not
limited to pre-authorized drafts for business customers, verifying funds
through an ATM network, and separating
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debits from credits so that payments are not sent until after good
funds are received.
7. Performance Standards. The Parties agree that they will use all best
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efforts to meet the performance standards necessary to provide the Digital
Insight Services and Moneyline Services, respectively. Failure by any Party, or
the Parties, to meet such standards, shall obligate such Party(s) to take
corrective action as provided in Paragraph 14. Payments delivered over an
automated clearing house system ("ACH"), or other payments network, shall be
governed by and subject to the rules, regulations and performance standards of
such networks.
8. Fees. Digital Insight agrees to pay Moneyline those fees provided in
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Exhibit B ("Fee Schedules").
9. Ownership. Each Party shall have and retain sole ownership of their
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respective proprietary source codes and software packages used as a part of the
services described in Exhibit A, including any enhancements or improvements
thereon. Digital Insight shall have and retain sole ownership of the interface
developed by it between the respective source codes and software packages,
including any enhances or improvements thereon; Moneyline shall have and retain
sole ownership of source codes provided by it in connection with said interface.
Moneyline shall also retain sole ownership of the Vendor list supplied by it as
a part of the Moneyline Services. No rights of ownership or use by one Party or
by third
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persons, of the proprietary source code and software of the other, or of the
Digital Insight interface by Moneyline or third persons, or of the interface
source data or Vendor list of Moneyline by Digital Insight or third persons,
shall arise by implication or otherwise as a result of this Agreement except
with the express written consent or license by the owner. Any and all rights by
one Party to use and/or possess proprietary property of the other Party shall be
extinguished and returned to the owner immediately upon termination of this
Agreement.
10. Confidentiality. The Parties agree to maintain the confidentiality of
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information and records as described in Exhibit C ("Confidentiality").
11. Security. Moneyline shall not be responsible for the loss,
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confidentiality or security of data or other payment information while in
transmission over communications lines, in the postal system, or in an ACH or
other payments network over which payments are delivered.
12. Term. The initial term of this Agreement is three (3) years from the
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effective date. The Agreement shall be automatically renewed for successive one
(1) year terms unless a Party shall give the other Party written notice of its
intent to terminate at least six (6) months prior to the expiration of the
initial or a renewal term.
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13. Cooperation. The Parties will meet periodically to discuss service
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performance, service improvement, or any other issues related to the provision
of Xxxx Payment Services. Such meetings shall be held at least annually.
14. Errors. No Party shall be liable for payment errors, payment delays,
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or other performance failures caused solely by software, computer, or other
Program defects under the control and responsibility of the other Party. Action
shall be taken by the responsible Party to correct such Program defects within
sixty (60) days after knowledge by that Party, or notice from the other Party,
of such defects. In the event that the cause of such defects is partly
attributable to both Parties, corrective action shall be the joint
responsibility of both Parties and the expense of any such corrective action
shall be shared.
15. Limitations of Liability.
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A. Liability of Moneyline as the result of any act or omission in
providing Moneyline Services shall not exceed three (3) times the
average amount of monthly fees paid by Digital Insight to Moneyline
(calculated based on the three month period immediately before the act
or omission that gives rise to the claim of liability).
B. Force Majeure - A Party will not be liable for a failure to
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perform, or any loss occasioned thereby, arising out of an event or
condition beyond the reasonable control of such Party and having an
adverse
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affect on the performance by such Party under this Agreement. Such
events shall include, but not be limited to, communications breakdown
or interruption, acts of God, labor disputes, interruption of service
by ACH or other payment networks, and nonperformance by the other
Party under this Agreement. Loss or nonperformance caused by a
breakdown or malfunction of computer equipment under the control of a
Party are not excused, disclaimed or limited under this subparagraph
B.
C. The Parties will not be liable for punitive, consequential,
indirect, remote or special damages.
D. Moneyline will not be liable for any late charges assessed by
Vendors against Customers for payments made by Customers under the
Program.
E. The Parties shall be held to a standard of due care in accordance
with recognized industry practices of the highest standards.
16. Mediation. The Parties agree that any controversy or claim arising
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out of or relating to this Agreement shall be submitted to non-binding mediation
with a person or persons independent of the Parties and mutually acceptable to
them. The Parties shall use their best efforts and in good faith seek resolution
of any such claim
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or controversy through mediation, but in the event of failure to do so, may seek
such other remedies as provided by law.
17. Warranties - Cross Indemnification. The Parties hereby warrant and
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represent to each other that they have all rights necessary to perform their
respective obligations under this Agreement and that the respective Moneyline
Services and Digital Insight Services to be provided hereunder shall be
conducted in a professional, workmanlike manner. EXCEPT AS SPECIFICALLY PROVIDED
IN THIS PARAGRAPH, THE PARTIES MAKE NO WARRANTIES EITHER EXPRESS OR IMPLIED
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
The Parties shall each indemnify, defend and hold harmless the other Party
from and against any and all claims by third persons, together with all damages,
demands, liabilities, costs and expenses, including reasonable attorney's fees
and expenses, incurred by the indemnitee as the result of such claims, which
proximately results from and is solely caused by any act or omission of the
indemnitor, its employees, agents or representatives performing on behalf of the
indemnitor hereunder, or arises out of performance of the Services to be
provided by the indemnitor hereunder.
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18. Termination. A Party may terminate this Agreement by giving the other
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Party six (6) months written notice of termination prior to a term expiration
date as provided in Paragraph 11.
A Party may also at its option terminate this Agreement prior to a term
expiration date upon occurrence of any of the following events ("Events of
Default"):
1. If either Party fails to correct errors or defects under the
conditions and within the period provided in Paragraph 14, including,
but not limited, to defects in software performance adversely
affecting the provision of Xxxx Payment Services.
2. If Digital Insight fails to pay to Moneyline the fees as required in
Exhibit B, and fails to make such payments within sixty (60) days
after demand by Moneyline to Digital Insight for such payments.
3. Any other material breach by a Party of its obligations under this
Agreement and said Party fails to cure said breach within one hundred
twenty (120) days after written notice from the other Party.
4. Immediately, upon written notice of a Party, when the other Party
becomes insolvent, makes an assignment for the benefit of creditors,
admits in writing an inability to pay its debts when they become due,
or files a petition for bankruptcy or reorganization under Federal or
State
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bankruptcy laws, or is subject to a proceeding commenced in bankruptcy
which is not vacated or stayed within thirty (30) days.
19. Rights after Termination. Upon termination, all rights and obligations
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of the Parties hereunder for the provision of Xxxx Payment Services shall cease
and be of no further effect whatsoever, provided that any payments by Customers
activated prior to termination date but not completed by termination date shall
be carried out in accordance with this Agreement. The continued use or
possession by a Party of proprietary property or confidential information of the
other Party shall cease and be immediately returned to the other Party provided,
however, that the universal Vendor list prepared by Moneyline for Digital
Insight's Customers of Moneyline Services may be purchased by Digital Insight at
a price established by Moneyline at its discretion.
20. Assignment/Guarantee. This Agreement shall be binding on the Parties
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and their respective successors and assigns. Digital Insight shall not assign
its rights and obligations hereunder without the express written consent of
Moneyline, its successors or assigns. Moneyline Company, Inc. guarantees the
performance of the obligations of PayMate, Inc. under this Agreement.
21. Notices. Notices may be sent by registered or certified mail, return
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receipt requested, or by facsimile transmission followed by overnight delivery
of the original copy addressed to:
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Moneyline Express, Inc.
0000 Xxxxx Xxx. Xx.
Xxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxx Xxx, Vice President
Digital Insight, LLC
0000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxx Xxxxx
Notices so addressed are effective when received and may be changed by prior
written notice to the other Party of the new address and effective date.
22. General Provisions. This Agreement, together with Exhibits, is the
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entire agreement between the Parties and may be amended only in writing signed
by both Parties. The failure of either Party to exercise or enforce its rights
hereunder shall not be deemed as a waiver of such right or of the power to
enforce such rights. This Agreement may be executed in counterparts, all of
which taken together constitute one single agreement. Paragraph headings are for
reference and convenience only and are not a part of this Agreement.
23. Governing Law. This Agreement shall be governed by the laws of the
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State of Minnesota and the Parties explicitly agree and submit to the
jurisdiction and venue of the United States District Court, District of
Minnesota, or any Minnesota Court of general jurisdiction, for any legal action
brought to enforce this Agreement.
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24. Effect. This Agreement terminates and replaces in entirety the PayMate
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Agreement between the parties effective May 8, 1996, which Agreement, including
all exhibits thereto, shall be of no further effect whatsoever.
The Parties have caused this Agreement to be signed and delivered as of the
effective date provided above.
Digital Insight, LLC
By: /s/ Xxxx X. Xxxxx
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Xxxx Xxxxx
Title: President/CEO
Date: Feb 27, 1997
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Moneyline Express, Inc.
By: /s/ Xxxxx X. Xxx
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Xxxxx X. Xxx
Title: Vice President
Date: 3/2/97
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Exh. 10.24
EXHIBITS
Exhibit A Xxxx Payment Services
Exhibit B Fee Schedules
Exhibit C Confidentiality
The above exhibits to this document have been omitted. The exhibits will be
furnished supplementally to the Securities and Exchange Commission upon request.
