[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") is entered into effective
this 9th day of September, 2004 (the "Effective Date"), by and between
Trycera Financial, Inc., ("Customer"), a Nevada with a principal business
address of 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000,
and Galileo Processing, Inc. ("Galileo"), a Utah corporation with a
principal business address of 000 Xxxxx 000 Xxxx, Xxxxx 000, Xxxx
Xxxxxxxxx, Xxxx 00000.
Recitals
Customer is engaged in the business of developing, marketing,
servicing and supporting debit cards, stored value cards, and ATM cards
("Transaction Cards").
First Federal Savings Bank of the Midwest, dba Meta Payment Systems
("Bank"), a federal savings bank duly organized and existing under the laws
of the United States, with a principal business address of 0000 Xxxxx
Xxxxxxxxx Xxx., Xxxxx Xxxxx, Xxxxx Xxxxxx 00000, is a principal member in
good standing with MasterCard International, a New York corporation
("MasterCard"), and is authorized to issue debit cards, stored-value cards
and ATM cards, including, without limitation, the Transaction Cards using
the MasterCard trademarks, as applicable, subject to MasterCard Rules and
Bylaws.
Galileo is a MasterCard certified third party processor and has
established certain facilities in order to perform the Services to support
a MasterCard card program such as the Transaction Cards.
Agreement
1. Definitions. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings specified in Exhibit A.
2. Services.
2.1 Services. During the Term, Galileo shall make available to and
perform for Customer and Bank the services related to the Transaction Cards
described in Exhibit B (the "Services").
2.2 Training. Galileo will provide Customer and Bank training on the
Galileo System as described on Exhibit B.
2.3 Client Support. Galileo will designate a representative to
Customer for client support. Customer may request in writing to change the
individual assigned for client support and Galileo will designate a new
representative within sixty (60) days from the receipt by Galileo of such
written request.
2.4 Communications. Galileo shall specify the means for communicating
data from its facilities or equipment to the facilities or equipment of
Customer and Bank, and third parties
1
designated by Customer and Bank as Galileo determines are necessary to
perform this Agreement. Customer shall install and maintain in good
operating condition and at Customer's own expense all necessary
communication equipment, including such equipment specified by Galileo.
2.5 Enhancements. Customer may periodically request customizations,
enhancements, additions or modifications (each an "Enhancement") to the
Galileo System. Galileo shall evaluate all such requests and, if terms and
conditions can be agreed to (which shall include payment by Customer of
Galileo's development charges as specified in Exhibit C), Galileo shall
develop and implement each such Enhancement on terms and conditions agreed
to by the parties. Timing of any Enhancement is subject to scheduling and
prioritization by Galileo of its available resources. Any Enhancement
shall remain solely the property of Galileo and Customer shall acquire no
right, claim or interest in the Galileo System. In the event Galileo
develops an Enhancement at the request of Customer and the development
costs and expenses are paid solely by Customer and give Customer a
demonstrable competitive advantage in the stored value card issuing
marketplace, Galileo agrees not to publish the availability of such
Enhancement to Galileo's customer base for six months after such
Enhancement is made available to Customer; provided, however, Customer
acknowledges and agrees that such Enhancement will be included in the
Galileo System prior to the time Galileo publishes the availability of such
Enhancement to Galileo's customer base.
2.6 Compliance With Law.
(a) Galileo and Customer acknowledge that Customer and Bank may
be subject to a variety of federal, state and local laws, regulations and
judicial and administrative decisions and interpretations applicable to the
performance by Customer of its Transaction Card business, including without
limitation those pertaining to equal credit opportunity, truth in lending,
fair credit billing, fair credit reporting, fair debt collections
practices, privacy and general consumer protection (the "Legal
Requirements"). The parties shall cooperate with each other and Bank in
resolving issues relating to compliance with the Legal Requirements in
accordance with the provisions of this Section.
(b) Customer is solely responsible for (i) monitoring and
interpreting the Legal Requirements, (ii) determining the particular
actions, disclosures, formulas, calculations and procedures required for
compliance with the Legal Requirements (whether to be performed by Galileo
or Customer) and (iii) complying with the Legal Requirements.
(c) Galileo is solely responsible for compliance with all laws,
regulations and judicial and administrative decisions applicable to Galileo
as a third party provider of data processing services and as a MasterCard
third-party processor. Galileo will not be responsible for any violation
by Customer of a Legal Requirement.
(d) Subject to the terms of Article 10, Galileo and Customer
shall cooperate with each other and Bank in providing information or
records in connection with examinations, requests or proceedings of each
other's governing authorities.
2
2.7 Dependence on Performance by Others. The obligation of Galileo to
timely perform the Services is expressly subject to the timely performance
by Customer, Bank and third party vendors Customer engages, of their
obligations and responsibilities, but only to the extent that failure to so
perform directly affects Galileo's ability to timely perform hereunder or
the cost to Galileo of performing hereunder.
2.8 Startup. Customer will (i) use all reasonable resources,
including the assignment of adequate personnel to assure timely performance
of those functions required of Customer to permit Galileo to begin
processing related to the Customer Accounts pursuant to this Agreement, and
(ii) comply with any reasonable directions of Galileo so as to enable
Galileo to begin processing related to the Customer Accounts pursuant to
this Agreement.
2.9 Bank Agreement. Upon the execution of this Agreement, Customer
shall provide to Galileo a duly executed issuing bank agreement in the form
of Exhibit D (the "Issuing Bank Agreement") signed by a duly authorized
officer of Bank. If during the Term Bank no longer issues Transaction
Cards for Customer and Customer engages a successor bank ("Successor Bank")
to issue Transaction Cards, Galileo shall have no obligation to provide the
Services hereunder until such Successor Bank has executed and delivered to
Galileo the Issuing Bank Agreement in substantially the form of Exhibit D
and provided such Successor Bank is in good standing with applicable
regulatory authorities and relevant card associations, including, without
limitation, MasterCard.
3. Minimum; Exclusivity; Merger or Change of Control
3.1 Minimum Monthly Fee. Each calendar month (pro-rated for any
billing period not beginning on the first day of the month or ending on the
last day of the month) Customer will require and shall pay Galileo for
Services sufficient to generate aggregate Processing Fees at least equal to
the amount set forth on Exhibit C under the heading "Minimum Monthly Fee"
(the "Minimum Monthly Fee"). For the avoidance of doubt and based on
economic assumptions material to each party underlying this transaction,
Customer and Galileo expressly agree that Customer shall pay Galileo
Processing Fees during each calendar month in an amount at least equal to
the Minimum Monthly Fee until this Agreement is terminated by Customer
pursuant to the provisions of Sections 9.2(a), 9.2(b), 9.2(c) (unless
termination under Section 9.2(c) relates to any order to or against
Customer), or 9.2(e) or until Galileo terminates this Agreement and invokes
compensatory payments pursuant to Section 9.4.
3.2 Sole and Exclusive Provider. During the Term, Galileo shall be
the sole and exclusive provider to Customer of all Services pursuant to
this Agreement and Customer shall not engage any third party to perform or
provide any such Services nor shall Customer perform or provide any
Services related to processing of stored value, Association branded
products. In addition to the Services to be provided, Customer agrees to
rely upon Galileo during the Term of this Agreement as its exclusive source
for all other existing and future processing requirements of Customer and
its Affiliates with respect to Customer's Transaction Cards business;
provided, however, Galileo may accept or refuse to provide these Services
in Galileo's sole discretion. Notwithstanding the foregoing, if Customer
requests Galileo in writing by thirty (30) days advance notice to provide a
technology solution or other service not currently being performed by
Galileo (the "Solution") under this Agreement (A) that Galileo either
cannot or will not
3
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
provide to Customer or (B) if Galileo is willing to provide such Solution
but on terms less favorable than a bona fide third party service provider
has offered in writing to provide to Customer, then Customer may engage
such third party to perform or provide the Solution. Customer shall bear
all costs and expenses of developing and implementing the Solution
including, without limitation, the costs of any equipment, hardware or
software needed to make such Solution compatible with the Galileo System.
3.3 Disposition of Portfolios. Upon the sale or other disposition by
Customer of 90% or more of Customer Accounts that are subject to this
Agreement (the "Former Accounts") Galileo will no longer be obligated to
provide Services for the Former Accounts for Customer and Bank pursuant to
this Agreement.
3.4 Merger or Change of Control. If Customer is merged into an
Entity and such Entity is the survivor of such merger (the "Surviving
Entity"), then (i) the provisions of this Agreement shall continue to apply
to all Customer Accounts which were subject to this Agreement prior to such
merger and (ii) the Surviving Entity, as Customer's successor-in-interest,
shall continue to be bound by Customer's obligations hereunder. If there
is a Change of Control of Customer, then the provisions of this Agreement
shall continue to apply to all Customer Accounts of Customer and its
Affiliates that were subject to this Agreement immediately prior to such
Change of Control, but shall not apply to any accounts of the Entity that
Acquires Control of Customer which were not subject to this Agreement prior
to such Change of Control.
4. Payment for Services
4.1 Processing Fees. Customer shall pay Galileo the Processing Fees
set forth in Exhibit C to this Agreement. Galileo maintains the right to
increase Processing Fees by an amount not to exceed ***** upon the
commencement of each Renewal Term.
4.2 Special Fees. Customer shall pay Galileo the Special Fees,
including but not limited to U.S. postage, for amounts paid to third-party
providers computed in accordance with Exhibit C. If, at any time while
this Agreement is in effect, the charges are increased to Galileo for items
which are included in the Special Fees or Galileo obtains communication or
other services included in the Special Fees by another method, resulting in
an increase in the charges to Galileo for such items, then Galileo shall
increase by an equal amount the Special Fees Customer is then paying
Galileo for such items under this Agreement. Such price change by Galileo
shall be effective on the effective date of the increase to Galileo.
4.3 New Products. If Galileo commences to offer any new services or
products generally to its customers and Customer elects to use any such
service or product, or if Customer elects to use services or products which
Customer had not previously elected to use, then Galileo shall provide such
service or product at Galileo's then current fees and charges for such
service or product or such other prices as Galileo and Customer may
mutually agree.
4.4 Method of Payment.
(a) Processing Fees. Galileo shall xxxx Customer on the first
day of each calendar month for all Processing Fees related to Services
provided in the previous month
4
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
pursuant to this Agreement. Payments made by Customer to Galileo for
Processing Fees relating to Services provided pursuant to this Agreement
shall be due and payable within ten (10) days from the date of Galileo's
invoice.
(b) Special Fees. Prior to incurring Special Fees related to
Services provided by Galileo pursuant to this Agreement at any time during
the Term, Galileo shall notify Customer of the amount of such Special Fees
Galileo will require to provide a particular service and Customer agrees to
deliver to Galileo such amount in immediately available funds to be used by
Galileo to pay the Special Fees. Galileo shall not be required to provide
any Services the payment of which is covered by Special Fees until Galileo
receives payment for such Special Fees.
(c) Other Fees and Payments. Except for the payment of
Processing Fees and Special Fees, all other payments, including
compensatory payments pursuant to Section 9.4 of this Agreement and any
other fee, tax, interest payment, charge or amount due or payable to
Galileo under this Agreement, shall be paid to Galileo within ten (10) days
after the date of Galileo's invoice.
4.5 Interest. If Galileo is unable to obtain payment of Processing
Fees, Special Fees, compensatory payments pursuant to Section 9.4 of this
Agreement or any other fee, tax, interest payment, charge or amount due or
payable to Galileo by Customer under this Agreement at the time provided
for payment under this Agreement, the unpaid amount of any Processing Fees,
Special Fees, compensatory payments pursuant to Section 9.4 of this
Agreement or other fee, tax, interest payment, charge or amount shall bear
interest at the rate equal to the lesser of (a) 12% per annum, or (b) the
maximum rate permitted by applicable law, from the date on which payment
was due until the date on which Galileo receives the payment.
4.6 Taxes. Customer shall be responsible for all taxes and similar
charges imposed on it by any governmental authority assessed as a result of
this Agreement. Galileo shall be responsible for all taxes and similar
charges imposed on it by any governmental authority assessed as a result of
Galileo's provision of Services pursuant to this Agreement.
4.7 Deconversion. Upon the expiration or termination of this
Agreement, Galileo shall provide Deconversion assistance to Customer as
Customer may reasonably request; provided, however, that in no event shall
Galileo be obligated to Deconvert any of Customer Accounts until a date
which is mutually agreed upon and at least thirty (30) days but not greater
than six (6) months after notice by Customer to Galileo requesting such
Deconversion. Except in the event of Deconversion occurring as a result of
termination of the Agreement by Customer pursuant to Section 9.2, Customer
shall pay Galileo, the rate of *****/hour for resources for each activity
completed by Galileo in order to accomplish the Deconversion and for all
costs, including postage or shipping, of complying with Section 10.1.
5. Dispute Resolution and Indemnification
5.1 Dispute Resolution. In the event a controversy or claim between
Galileo and Customer arises from or in connection with this Agreement
whether based on contract, tort, common law, equity, statute, regulation,
order or otherwise (a "Dispute"), the parties agree to
5
reasonably discuss and make good faith efforts to negotiate an amicable
settlement of such Dispute without the necessity of any formal proceedings.
5.2 Arbitration. If Customer and Galileo are unable to resolve any
Dispute in the manner set forth in Section 5.1 above, such Dispute shall be
submitted to arbitration. The parties agree that, except as otherwise
provided above, any Dispute shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA") in Salt Lake City, Utah, with judgment upon the award
rendered by the arbitrator to be entered in any court of competent
jurisdiction. Notwithstanding the foregoing or the then-current specified
Commercial Arbitration Rules, the following shall apply with respect to the
arbitration proceeding: (i) the existence, subject, evidence, proceedings,
and ruling resulting from the arbitration proceedings shall be deemed
confidential information, and shall not be disclosed by the parties, their
representatives, or the arbitrator (except: (a) to the professional
advisers of Customer or Galileo; (b) in connection with a public offering
of securities by Customer or Galileo; (c) as ordered by any court of
competent jurisdiction; or (d) as required to comply with any applicable
governmental statute or regulation); (ii) the arbitrator shall be required
to prepare written findings of fact; and (iii) the arbitrator may grant any
relief or remedy which the arbitrator deems just and equitable. The
parties agree that money damages would not be a sufficient remedy for
breach of Article 10 of this Agreement and that in addition to all other
available legal remedies or equitable remedies, the non-breaching party
shall be entitled to equitable relief, including injunctions and specific
performance, for any breach thereof without proof of actual damages.
5.3 Indemnification.
(a) Customer's Indemnification. Customer shall indemnify and
hold harmless Galileo and its directors, officers, employees, agents and
Affiliates from and against any and all third party claims, liabilities,
losses and damages (including reasonable attorney fees, expert witness
fees, expenses and costs of settlement) arising out of or with respect to
this Agreement, to the extent that the claim, liability, loss or damage is
caused by, relates to or arises out of (a) the breach by Customer of any of
its duties, obligations, representations or warranties under this
Agreement, (b) a claim or action against Galileo for any actual or alleged
infringement of any patent, copyright, trade secret or other proprietary
rights of any person in connection with the development of software or
systems to support an Enhancement requested by Customer using designs or
specifications provided by Customer or in connection with the production by
Galileo of items for Customer using artwork, designs or concepts provided
by Customer, or (c) the relationship between Customer and the Cardholders.
(b) Galileo's Indemnification. Galileo shall indemnify Customer
and its directors, officers, employees and agents from and against any and
all third party claims, liabilities, losses or damages (including
reasonable attorney fees, expert witness fees, expenses and costs of
settlement) arising out of or with respect to this Agreement to the extent
that the claim, liability, loss or damage is caused by, relates to or
arises out of the breach by Galileo of any of its duties, obligations,
representations or warranties under this Agreement.
6
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
6. Insurance; Limitation of Liability
6.1 Insurance; Limitation of Liability. During the Term, Galileo
agrees to maintain in effect, to the extent commercially reasonable, errors
and omissions insurance in the aggregate amount of $2 million.
Notwithstanding anything in this Agreement to the contrary, Galileo's
cumulative liability for any loss or damage, direct or indirect, for any
cause whatsoever (including, but not limited to those arising out of or
related to this Agreement) with respect to claims (whether third party
claims, indemnity claims or otherwise) relating to events in any one
Processing Year shall not under any circumstances exceed the amount of 50
percent of the Processing Fees paid to Galileo pursuant to this Agreement
for Services performed in the immediately preceding Processing Year, or, in
the case of Processing Year 1, 50 percent of the total Processing Fees
collected as of the date such claim is made against Galileo; provided,
however, if Galileo fails to maintain in effect errors and omissions
insurance as provided in this Section 6.1 when a claim arises, Galileo's
cumulative liability under this Agreement shall not exceed the amount of
100 percent of the Processing Fees paid to Galileo pursuant to this
Agreement for Services performed in the immediately preceding Processing
Year, or, in the case of Processing Year 1, 100 percent of the total
Processing Fees collected as of the date such claim is made against
Galileo.
6.2 No Special Damages. IN NO EVENT SHALL GALILEO OR CUSTOMER BE
LIABLE UNDER ANY THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES.
7. Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT,
GALILEO SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, ARISING OUT OF OR RELATED
TO THIS AGREEMENT. THIS AGREEMENT IS A SERVICE AGREEMENT AND THE PROVISIONS
OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO IT.
8. Term of Agreement
8.1 Term. This Agreement is effective from the Effective Date and
shall extend for ********** (the "Original Term"). ***************. For
purposes of this Agreement, each subsequent "Processing Year" means each
twelve (12) month period commencing on the expiration of the previous
Processing Year in which Services are performed.
8.2 Renewal After the Original Term. This Agreement shall
automatically renew for consecutive periods of one (1) Processing Year
(each a "Renewal Term" and together with the Original Term, the "Term"),
unless either party provides the other party written notice of its intent
not to renew this Agreement at least six (6) months prior to the
termination date of the Original Term or a Renewal Term.
9. Termination
9.1 Termination by Galileo. Galileo may terminate this Agreement:
7
(a) if Galileo fails to receive payment from Customer pursuant
to the provisions of Section 4.4 of this Agreement and Customer, within
five business (5) days after written notice still has not made such payment
to Galileo, or immediately without notice if Galileo has the right more
than four times in any twelve month period to give such notice under this
paragraph whether or not the notice is given;
(b) if any Insolvency Event occurs with respect to Customer;
(c) in the event any representation or warranty of Customer is
inaccurate in any material respect or Customer materially breaches any of
its duties or obligations contained in this Agreement, and fails to cure
within seven (7) days after notice thereof by Galileo, or such shorter
period as may be required by a Legal Requirement or by MasterCard;
(d) the sale or disposition of Former Accounts as provided in
Section 3.3 of this Agreement;
(e) upon prior written notice, if a new Legal Requirement or
MasterCard standard, guideline, rule, regulation or requirement or any
change, amendment or new interpretation of an existing Legal Requirement or
MasterCard standard, guideline, rule, regulation or requirement which
occurs after the date hereof results in the issuance to Customer, Galileo,
or Bank of a cease and desist or similar order regarding Customer's
Transaction Card program from MasterCard or an applicable regulatory
agency;
(f) upon prior notice, if Bank ceases to issue Transaction Cards
and Customer is unable to enter into an agreement with another bank that is
authorized to issue the Transaction Cards using the MasterCard trademarks,
as applicable, subject to MasterCard Rules and Bylaws;
(g) upon prior written notice, if Galileo loses its sponsorship
to MasterCard as a certified Third Party Processor.
The rights of Galileo to terminate under this Section 9.1 are
cumulative and the existence of the right under any provision or subsection
is not exclusive of the right under any other provision or subsection.
9.2 Termination by Customer. Customer may terminate this Agreement:
(a) if any Insolvency Event occurs with respect to Galileo;
(b) in the event any representation or warranty of Galileo is
inaccurate in any material respect or Galileo materially breaches any of
its duties or obligations contained in this Agreement, and Galileo fails to
cure within seven (7) days after notice thereof by Customer;
(c) upon prior notice, if a new Legal Requirement or MasterCard
standard, guideline, rule, regulation or requirement or any change,
amendment or new interpretation of an existing Legal Requirement or
MasterCard standard, guideline, rule, regulation or requirement which
occurs after the date hereof results in the issuance to Customer, Galileo,
or Bank of a cease and desist or similar order regarding Customer's
Transaction Card program from MasterCard or an applicable regulatory
agency;
8
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
(d) upon prior notice, if Bank terminates its agreement with
Customer pursuant to which Bank issues Transaction Cards and after the
exercise of Customer's best efforts, Customer is unable to enter into an
agreement with another bank that is authorized to issue the Transaction
Cards using the MasterCard trademarks, as applicable, subject to MasterCard
Rules and Bylaws; or
(e) upon prior notice, if Galileo loses its sponsorship to
MasterCard as a third party processor.
The rights of Customer to terminate under this Section 9.2 are
cumulative and the existence of the right under any provision or subsection
is not exclusive of the right under any other provision or subsection.
9.3 Effect of Termination. Upon expiration or termination of this
Agreement, Galileo shall have no further obligation to provide the Services
to Customer and Bank and all outstanding unpaid amounts due and owing to
Galileo shall become immediately due and payable. Expiration or termination
of this Agreement shall not affect the following:
(a) the obligation of Customer to pay for Services rendered or
any other obligation or liability owing or which becomes owing under this
Agreement whether the obligations arise prior to or after the date of
termination including the obligations to make the payments provided in
Article 4 of this Agreement and Sections 9.4; or
(b) the provisions of Articles 5, 6, 7, and 10, Section 13.4.
9.4 Payment on Termination.
(a) If Galileo terminates this Agreement pursuant to Section
9.1, other than pursuant to Section 9.1(e) or Section 9.1(g), Customer and
Galileo agree that, based on economic assumptions material to each party,
Customer shall make a compensatory payment to Galileo. Such compensatory
payment shall be made by Customer upon termination by Galileo, and prior to
Deconversion, and shall equal **********, or ***** of the gross revenue
payable to Galileo pursuant to the Agreement during the calendar month
immediately preceding the date of termination of this Agreement multiplied
by the number of months remaining under this Agreement.
(b) Galileo and Customer agree that the compensatory payments
set forth in Section 9.4(a) are a reasonable estimation, as of the date of
this Agreement, of the actual damages which Galileo would suffer if Galileo
were to fail to receive the processing business for the full Term. In
making such determination, the parties have considered all relevant factors
known to the parties as of the date hereof and have given special
consideration to the particular circumstances which may attend each
particular termination event including the allocation of risks associated
therewith between the parties. If not but for the full consideration of
all relevant factors known to the parties as of the date hereof, and the
payments to be made pursuant to this Section 9.4, neither party would have
been willing to enter into this Agreement.
9
(c) Despite the foregoing, nothing in this Section 9.4 shall
limit Galileo's right to recover from Customer any amounts for which
Customer is otherwise liable under this Agreement.
10. Confidential Information
10.1 Customer's Proprietary Information. Upon Customer's request,
Galileo shall return to Customer (upon the expiration or termination of all
of Galileo's obligations under this Agreement and payment by Customer of
all amounts due to Galileo hereunder) all or any requested portion of the
proprietary and confidential data of Customer disclosed to Galileo
(collectively, "Customer's Proprietary Information"). Throughout the Term
of this Agreement and thereafter, Galileo shall not obtain any proprietary
rights in Customer's Proprietary Information.
10.2 Galileo's Proprietary Information. Customer acknowledges that
all products and systems provided or used by Galileo, including any
developments, Enhancements, improvements or modifications, shall remain
solely and exclusively the property of Galileo. In addition, Galileo shall
retain sole and exclusive ownership in all works of authorship, ideas,
concepts, know-how and inventions, whether or not patentable, created or
conceived by Galileo in the course of providing the Services under this
Agreement. Customer acknowledges that Galileo, in its sole discretion, may
provide to other customers, similar services to those outlined in this
Agreement utilizing any of the Galileo owned intellectual property
referenced in this Section 10.2 or otherwise set forth or referred to in
this Agreement. Customer shall not obtain any proprietary rights in any
proprietary or confidential information which has been or is disclosed to
Customer by Galileo, including without limitation, any data or information
that is trade secret or competitively sensitive material; user manuals;
screen displays and formats; computer software, systems, products, system
architecture and documentation related to each of the foregoing, in each
case, whether owned, licensed or otherwise provided or used by Galileo;
software performance results; flow charts and other specifications (whether
or not electronically stored); data and data formats (collectively,
"Galileo's Proprietary Information") whether any of the materials are
developed or purchased specifically for performance of this Agreement or
otherwise. Customer shall return to Galileo all of Galileo's Proprietary
Information upon the expiration or termination of this Agreement.
10.3 Confidentiality of Agreement. Except as required by law Customer
shall keep confidential and not disclose, and shall cause its Affiliates
and each of their respective directors, officers, employees,
representatives, agents and independent contractors to keep confidential
and not disclose, any of the terms and conditions of this Agreement to any
third party without the prior written consent of Galileo.
10.4 Confidentiality. Galileo and Customer shall maintain Customer's
Proprietary Information and Galileo's Proprietary Information,
respectively, in strict confidence. Without limiting the generality of the
foregoing, Galileo and Customer each agree:
(a) Not to disclose or permit any other person or Entity access to
Customer's Proprietary Information (including Customer account information)
or Galileo's Proprietary Information, as appropriate, except that the
disclosure or access shall be permitted to an
10
employee, officer, director, agent, representative, external or internal
auditors or independent contractor of the party requiring access to the
same in the course of his or her employment or services;
(b) To ensure that its employees, officers, directors, agents,
representatives, and independent contractors are advised of the
confidential nature of Customer's Proprietary Information and Galileo's
Proprietary Information, as appropriate, and are precluded from taking any
action prohibited under this Article 10, provided that in any event
Customer and Galileo shall each be liable for any breach of this Article 10
by their respective employees, officers, directors, agents, representatives
and independent contractors;
(c) Not to alter or remove any identification, copyright or
proprietary rights notice which indicates the ownership of any part of
Customer's Proprietary Information or Galileo's Proprietary Information, as
appropriate; and
(d) To notify the other promptly and in writing of the
circumstances surrounding any possession, use or knowledge of Customer's
Proprietary Information or Galileo's Proprietary Information, as
appropriate, at any location or by any Entity other than those authorized
by this Agreement.
10.5 Release of Information. Customer agrees that Customer's
Proprietary Information may be made available to supervisory or regulatory
authorities of Galileo upon the written request of any of the foregoing.
10.6 Exclusions. Nothing in this Article 10 shall restrict the parties
with respect to information or data identical or similar to that contained
in Customer's Proprietary Information or Galileo's Proprietary Information,
as appropriate, but which: (a) the receiving party can demonstrate was
rightfully possessed by it before it received the information from the
disclosing party; (b) was in the public domain prior to the date of this
Agreement or subsequently becomes publicly available through no fault of
the receiving party or any person or Entity acting on its behalf; (c) was
previously received by the receiving party from a third party or is
subsequently furnished rightfully to the receiving party by a third party
(no Affiliate of Galileo or Customer shall be considered to be a third
party) not known to be under restrictions on use or disclosure; (d) is
independently developed by such party; (e) is required to be disclosed by
law, regulation or court order, provided that the disclosing party will
exercise reasonable efforts to notify the other party prior to disclosure;
or (f) is required to be disclosed to comply with or to enforce the terms
of this Agreement, provided that the disclosing party will exercise
reasonable efforts to notify the other party prior to disclosure.
10.7 Remedy. If a party breaches this Article 10, the non-breaching
party will suffer irreparable harm and the total amount of monetary damages
for any injury to such party will be impossible to calculate and therefore
an inadequate remedy. Accordingly, the non-breaching party may (a) seek
temporary and permanent injunctive relief against the breaching party or
(b) exercise any other rights and seek any other remedies to which the
non-breaching party may be entitled to at law, in equity and under this
Agreement for any violation of this Article 10.
11
11. Representations
11.1 Galileo's Representations. Galileo represents and warrants that
the execution and delivery of this Agreement and the consummation of the
transaction herein contemplated does not conflict in any material respect
with or constitute a material breach or material default under the terms
and conditions of any documents, agreements or other writings to which it
is a party.
11.2 Customer's Representation. Customer represents and warrants that
that the execution and delivery of this Agreement and the consummation of
the transaction herein contemplated does not conflict in any material
respect with or constitute a material breach or material default under the
terms and conditions of any documents, agreements or other writings to
which it is a party.
12. Performance Guidelines.
12.1 Guidelines. While this Agreement is in effect, Galileo shall at
all times provide the Services in accordance with the performance
guidelines set forth in Exhibit B. Galileo's performance of each guideline
shall be measured based on its performance during the previous calendar
month except where a longer period is contemplated under Exhibit B.
12.2 Remedies.
(a) If Galileo fails to comply with the performance guidelines
set forth in Exhibit B, Galileo will use its reasonable efforts to correct
the problem or problems that caused such performance issues. If Galileo
fails to comply with the performance guideline for three (3) consecutive
calendar months or four (4) calendar months in a twelve (12) month period,
Customer, at its election may terminate this Agreement; provided that this
termination is exercised within thirty (30) days following the end of the
third consecutive failed month and provided that such termination shall
become effective on a date specified by Customer, which date shall not be
later than nine (9) months after Customer's delivery to Galileo of a
written notice of its intention to so terminate this Agreement.
(b) Customer hereby agrees that due to the difficulty of
determining and calculating its damages upon Galileo's failure to perform
in accordance with the performance guidelines set forth on Exhibit B the
remedy set forth in Section 12.2(a) is Customer's sole and exclusive remedy
and that Customer hereby elects to waive any and all other remedies
Customer may be entitled to under this Agreement, at law, or in equity, as
a result of the breach of this Section 12. Galileo's failure to meet a
performance guideline due to any cause beyond its control as provided in
Section 13.12 shall not be considered to be a failure for which Galileo
shall be responsible under this Agreement.
13. Miscellaneous
13.1 Assignment. Except as otherwise provided herein, the rights and
obligations of Customer and Galileo are personal and not assignable, either
voluntarily or by operation of law, without the prior written consent of
the non-assigning party; provided, however in the event of any sale of all
or substantially all of the assets or stock, or a merger, consolidation,
conversion or
12
other reorganization involving Galileo any successor to Galileo shall
succeed to all of the Galileo's rights and obligations under this
Agreement, without the necessity of the consent of Customer. Subject to
the foregoing, all provisions contained in this Agreement shall extend to
and be binding upon the parties hereto or their respective successors and
permitted assigns.
13.2 Notice. All notices which either party may be required or desire
to give to the other party shall be in writing and shall be given by
personal service, telecopy, registered mail or certified mail (or its
equivalent), or overnight courier to the other party at its respective
address or telecopy telephone number set forth below. Mailed notices and
notices by overnight courier shall be deemed to be given upon actual
receipt by the party notified. Notices delivered by telecopy shall be
confirmed in writing by overnight courier and shall be deemed to be given
upon actual receipt by the party to be notified.
If to Galileo:
Galileo Processing, Inc.
000 Xxxxx 000 Xxxx
Xxxxx 000
Xxxx Xxxxxxxxx, Xxxx 00000
Attn: President
Fax Number: 000-000-0000
If to Customer:
Trycera Financial, Inc.
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: President
Fax Number: 000-000-0000
A party may change its address set forth above by giving the other
party notice of the change in accordance with the provisions of this
section.
13.3 Relationship of Parties. Nothing contained in this Agreement
shall be deemed to create a partnership, joint venture or similar
relationship between the parties. The parties' relationship shall be that
of independent parties contracting for services.
13.4 Third Party Beneficiaries. This Agreement is entered into solely
for the benefit of Galileo, Bank and Customer and, other than Bank, shall
not confer any rights upon any Entity not a party to this Agreement.
13.5 Subcontractors. Galileo may subcontract all or any part of the
Services; provided, however, Galileo must receive Customer's prior written
consent, not to be unreasonably withheld or delayed, to the extent Galileo
desires to engage a subcontractor to perform Services the payment of which
is in excess of 50% of the Processing Fees billed to Customer in the most
recently completed calendar month.
13.6 Severability. If any provision of this Agreement is held invalid
or unenforceable for any reason, the invalidity shall not affect the
validity of the remaining provisions of this
13
Agreement, and the parties shall substitute for the invalid provisions a
valid provision which most closely approximates the intent and economic
effect of the invalid provision.
13.7 Risk of Loss. Customer shall be responsible for any and all risk
of loss to any tangible item (a) provided by Galileo for Customer
(including without limitation statements and embossed cards) upon delivery
of such items to the U.S. Postal Service or such other courier as Customer
may select, and (b) provided by Customer to Galileo until actual receipt of
such items by Galileo. It is expressly understood that the U.S. Postal
Service and any courier selected by Customer are the agents of Customer and
not Galileo.
13.8 Entire Agreement. This Agreement, including Exhibits, sets forth
all of the promises, agreements, conditions and understandings between the
parties respecting the subject matter hereof and supersedes all
negotiations, conversations, discussions, correspondence, memorandums, and
agreements between the parties concerning the subject matter.
13.9 Amendments. This Agreement may not be amended except in writing,
signed by authorized representatives of the parties to this Agreement.
13.10 Counterparts. This Agreement may be executed by facsimile
and in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.
13.11 State Law. This Agreement shall be governed by the laws of
the State of Utah as to all matters including validity, construction,
effect, performance and remedies without giving effect to the principles of
choice of law thereof. With respect to any claim arising out of this
Agreement, Customer irrevocably waives any objection which it may have at
any time to the venue of any suit, action or proceeding arising out of or
relating to this Agreement brought in the courts of the State of Utah and
the United States District Court located in Salt Lake City, Utah and
Customer further waives any claim such suit, action or proceeding is
brought in an inconvenient forum and further irrevocably waives the right
to object, with respect to such suit, action or proceeding brought in any
such court, that such court does not have jurisdiction over Customer. For
purposes of any such suit, action or proceeding Customer agrees that any
process to be served in connection therewith shall, if delivered, sent or
mailed in accordance with Section 13.2, constitutes good, proper and
sufficient service thereof.
13.12 Force Majeure and Restricted Performance. If performance by
Galileo of any service or obligation under this Agreement, including
Deconversion, is prevented, restricted, delayed or interfered with by
reason of labor disputes, strikes, acts of God, floods, lightning, severe
weather, shortages of materials, rationing, utility or communication
failures, failure of MasterCard, failure or delay in receiving electronic
data, earthquakes, war, revolution, civil commotion, acts of public
enemies, blockade, embargo, or any law, order, proclamation, regulation,
ordinance, demand or requirement having legal effect of any government or
any judicial authority or representative of any such government, or any
other act, omission or cause whatsoever, whether similar or dissimilar to
those referred to in this clause, which are beyond the reasonable control
of Galileo, then Galileo shall be excused from the performance to the
extent of the prevention, restriction, delay or interference.
14
13.13 Waiver. The failure of a party at any time to require
performance by the other party of any provision of this Agreement shall not
affect in any way the full right to require the performance at any
subsequent time. The waiver by a party of a breach of any provision of
this Agreement shall not be taken or held to be a waiver of the provision
itself.
[The remainder of this page is intentionally blank]
15
IN WITNESS WHEREOF, this Service Agreement is executed effective as of
the Effective Date.
Trycera Financial, Inc.: Galileo Processing, Inc.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx Xxxxxx
By By
Xxxxxxx X. Xxxxxx Xxxx Xxxxxx
Name Name
President/CEO President/CEO
Its Its
9/9/04 9/9/04
Date Date
16
EXHIBIT A
Definitions
The following definitions apply to the terms set forth below when used
in this Agreement:
"AAA" is defined in Section 5.2 to this Agreement.
"Acquire" (and with the correlative meaning "Acquisition") means to
acquire, directly or indirectly, an interest through purchase, exchange or
other acquisition of assets, stock or other equity interests, or to merge
or consolidate or any similar transaction.
"Active Account" means a Cardholder Account with any activity
occurring within the calendar month prior to the close of the billing
period. For purposes of this definition activity includes, without
limitation, authorizations, settlements, payments (value loads), fee
assessments, adjustments applied or otherwise carrying a positive balance
on the Cardholder Account.
"Affiliate" means, with respect to any Entity, any other Entity which,
directly or indirectly, owns or Controls, is owned or Controlled by, or is
under common ownership or common Control with such Entity.
"Agreement" means this Service Agreement as amended from time to time
including any Exhibits attached hereto from time to time.
"Association" means MasterCard, Visa and/or any other card network
system.
"Cardholder" means an individual or Entity which has a Cardholder
Account with Bank.
"Cardholder Account" means an arrangement between an individual
or an Entity and Bank which provides that the individual or Entity may use
one or more Transaction Cards issued by Bank.
"Change of Control" means a change in the direct or indirect
ownership of a majority of an Entity's (including Bank or Customer and any
Affiliate of Customer and Bank) outstanding capital stock (or other form of
ownership) or a majority of the voting power in any election of directors.
"Client" means any client of Customer and Bank.
"Control" (and with the correlative meaning "Controlled") means
the power to direct the management or affairs of an Entity and "ownership"
means the beneficial ownership of more than 50% of the equity securities of
the Entity.
"Customer" is defined in the introductory paragraph of this Agreement.
"Customer Accounts" means the Cardholder Accounts of Customer and
Bank.
A-1
"Customer's Proprietary Information" is defined in Section 10.1 of
this Agreement.
"Deconversion" means cooperation in migration of the Services to
Customer or a new processor on behalf of Customer and the transfer of
information concerning Customer Accounts from the Galileo System to
Customer or a new processor pursuant to Galileo's standard deconversion
procedures upon expiration or following termination of this Agreement.
"Dispute" is defined in Section 5.1 of this Agreement.
"Effective Date" is defined in the introductory paragraph of this
Agreement.
"Enhancements" is defined in Section 2.5 of this Agreement.
"Entity" means a corporation, partnership, sole proprietorship,
joint venture, or other form of organization.
"Former Accounts" is defined in Section 3.2 of this Agreement.
"Galileo" is defined in the introductory paragraph of this Agreement.
"Galileo's Proprietary Information" is defined in Section 10.2 of
this Agreement.
"Galileo System" means the computer equipment, computer software
and related equipment and documentation used at any time and from time to
time by Galileo to provide the Services.
"Insolvency Event" occurs, with respect to any party, when such party:
(i) is dissolved, becomes insolvent, generally fails
to pay or admits in writing its inability generally to pay its debts as
they become due;
(ii) makes a general assignment, arrangement or composition
agreement with or for the benefit of its creditors; or
(iii) files a petition in bankruptcy or institutes any
action under federal or state law for the relief of debtors or seeks or
consents to the appointment of an administrator, receiver, custodian, or
similar official for the wind up of its business (or has such a petition or
action filed against it and such petition action or appointment is not
dismissed or stayed within ninety (90) days).
"Legal Requirements" is defined in Section 2.6(a) of this
Agreement.
"MasterCard" means MasterCard International, a New York corporation.
"Original Term" is defined in Section 8.1 of this Agreement.
"Processing Fees" means all fees and charges incurred and for
Services performed at the prices set forth in Exhibit C to this Agreement,
as adjusted from time to time by Galileo consistent with this Agreement
with the exception of Special Fees and specifically excluding all charges
for taxes and interest.
A-2
"Processing Year" is defined in Section 8.1 of this Agreement.
"Processing Year 1" is defined in Section 8.1 of this Agreement.
"Renewal Term" is defined in Section 8.2 of this Agreement.
"Services" is defined in Section 2.1 of this Agreement.
"Special Fees" means the amounts payable by Customer on a
pass-through or reimbursement basis for services or goods provided by a
third party, including tariff line rates, WATS lines rates, data circuit
charges and any other rates charged to Galileo by a communications common
carrier, postage costs, courier costs and costs of forms, and as may be set
forth or described in Exhibit C to this Agreement.
"Startup" means the transfer of Customer's data relating to the
Customer Accounts to the Galileo System and the commencement of Services by
Galileo.
"Successor Bank" is defined in Section 2.9 of this Agreement.
"Surviving Entity" is defined in Section 3.3 of this Agreement.
"Term" is defined in Section 8.2 of this Agreement.
"Transaction Cards" is defined in the first paragraph of the recitals.
"Visa" means individually or collectively, as appropriate, VISA U.S.A.
Inc. or VISA INTERNATIONAL or either of their successors or assigns.
A-3
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
Exhibit B
Services
Galileo will provide Customer the following Services:
(a) Processing of all authorization and settlement transactions
made with or on a Transaction Card. Galileo will provide authorization
availability ***** meeting or exceeding *****;
(b) Processing of all payments and adjustments made to a
Transaction Card. Real time payments will be posted within one hour of
receipt by Galileo. All transactions will be posted within ***** hours of
receipt;
(c) Maintaining and updating Cardholder information;
(d) Providing interface to Customer's vendors for necessary
third-party servicing including card embossing, letter generation and
statement generation;
(e) Providing customer service with customer service personnel
capable of serving English and Spanish-speaking Cardholders to assist
Cardholders contacting Customer Service via phone, fax or in writing with
issues or problems related to Transaction Cards. Galileo will provide call
center services meeting an average speed of answer ***** of
***************.
(f) Providing Web services for Cardholder applications and
viewing Transaction Card transactions; the Website will meet or exceed
*****;
(g) Providing Cardholders with a, 24-hours per day, 7 days per
week mechanism for obtaining and /or hearing Transaction Card information
in English and Spanish over the telephone, including through an interactive
voice response (IVR) unit; the IVR will meet or exceed *****;
(h) Providing to Customer reporting and documentation of all
Transaction Card sales, settlement and Transaction Card portfolio monetary
transactions;
(i) Cooperating and working with all parties involved in the
sales, issuance, loading, acceptance of the Transaction Cards, and
merchants accepting the Transaction Card for purchases or cash withdrawals;
(j) Providing chargeback monitoring and processing within
association and regulatory guidelines;
(k) Implementing fraud control processes and procedures as
deemed reasonably necessary by Galileo or as reasonably requested by Bank;
including lost/stolen reporting and tracking and warning bulletin
reporting;
B-1
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
(l) Providing such training as reasonably necessary to enable
Customer's personnel to successfully use these Services;
(m) Maintaining, updating and archiving Cardholder information
and transaction related information, from which Bank will be able to
generate reports;
(n) Managing returned mail including Transaction Cards or
periodic statements, if any, due to undeliverable addresses or other
reasons; within ***** period of time from receipt of mail;
(o) Providing reasonable assistance, on an on-going basis, to
Bank in resolving Cardholder or vendor problems related to the Transaction
Cards or the use, issuance, sale or reloading thereof; and respond within
*****;
(p) Providing and monitoring the data communication between
Galileo and Customer or vendors for reporting purposes and for consolidated
transaction processing.
(q) Providing a mechanism for Cardholder dispute resolution
ensuring compliance with appropriate regulatory requirements;
(r) Providing a ID verification process which is compliant with
USA Patriot Act and OFAC and which meets Customer's criteria for "know your
customer" requirements;
(s) Providing Cardholder Account information on a daily basis to
Customer or third-party for collection process; and
(t) Providing system administrative tools which allow Customer
to set rates and fees.
B-2
Exhibit C
Price Schedule
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
galileo processing
PROPRIETARY & CONFIDENTIAL
All pricing herein is provided confidentially and is the proprietary
property of Galileo Processing, Inc.
All persons who receive this pricing agree to hold its contents in the
strictest confidence. Recipients agree that they will not copy, reproduce
or distribute or otherwise disclose to others its contents in whole or in
part, or utilize the contents thereof for any purpose other than to
evaluate entering into a business relationship with the Company.
****** PRICING 3
****** PRICING 4
PRODUCT PRICING 5
VOLUME DISCOUNT SCHEDULE 6
CONTACT INFORMATION 6
proprietary & confidential
C-1
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
GALILEO PROCESSING PRICING
Galileo Processing is pleased to offer the attached pricing for your
consideration for the industry's leading platform.
Clients choose between ***** pricing or ***** pricing based on the
characteristics of the card program.
The volume discount schedule applies to either ***** pricing or *****
pricing.
proprietary & confidential
C-2
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
Galileo Processing: ***** Pricing
Description Price Description Price
----------- ----- ----------- -----
ACCOUNT CREATION PAYROLL
Account or Card Creation ***** pStubs *****
ID Verification *****
Active Account on File ***** LOADS
Inactive Account on File ***** ACH Debit *****
Additional or Replacement Card ***** ACH Credit *****
ACH Return *****
PROCESSING Money Order/Check/Cash *****
Pre-Authorization ***** Wire Transfer *****
Authorization ***** RPPS *****
Authorization - Decline ***** SwiftPay *****
ATM Cash Withdrawal ***** IPP *****
ATM - Declined ***** Retail Load *****
ATM Balance Inquiry ***** Bulk File *****
ATM Balance Inquiry - Decline *****
International ATM ***** CARDHOLDER NOTIFICATIONS
International ATM - Decline ***** Email *****
Bank Cash Advance ***** Text *****
Settled Transation ***** IVR *****
Fee Assesment ***** Message Center *****
Adjustments *****
Lost/Stolen Card ***** OTHER
Cancelled/Suspended Card ***** Web Account Access *****
Damaged or Expired Reissue ***** IVR Calling Card (per min) *****
IVR Calling Card - Call
Setup (Access charge) *****
WEB SERVICES ACH Electronic Verification *****
Account Create Request ***** ACH Authorization Form *****
Account Modify Request *****
Account Verify Request ***** REPORTING
Account Load Request ***** Via Web *****
Account Balance Request ***** File Fee *****
XML *****
XXXX PAYMENT
Xxxx Payment - Electronic *****
Xxxx Payment - Paper
(Includes check production,
postage not included) *****
Prices do not include MasterCard, Bank, Third Party or Network Charges
proprietary & confidential
C-3
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
Galileo Processing: ***** Pricing
Description Price Description Price
----------- ----- ----------- -----
ACCOUNT CREATION PAYROLL
Account Creation pStubs *****
Pre-enrollment
(eg. Instant Issuance) *****
Web Application *****
Account Activation ***** LOADS
ID Verification ***** Direct Deposit *****
OFAC Compliance ***** ACH Debit *****
Active Account on File ***** ACH Credit *****
Inactive Account on File ***** ACH Return *****
Money Order/Check/Cash *****
PROCESSING Wire Transfer *****
Pre-Authorization RPPS *****
PIN-Based Pre Auth Request *****
Authorization Bulk File *****
Auth Request (includes AVS) *****
Authorization - Decline ***** Western Union SwiftPay *****
ATM Cash Withdrawal ***** IPP *****
ATM - Declined ***** Retail Load *****
ATM Balance Inquiry *****
ATM Balance Inquiry - Decline ***** CARDHOLDER NOTIFICATIONS
International ATM ***** Email *****
International ATM - Decline ***** Text *****
Bank Cash Advance ***** IVR *****
Settled POS Transaction ***** Message Center *****
Fee Assessment ***** Web Account Access *****
Adjustments *****
Account-2-Account Transfer ***** IVR
Lost/Stolen Card ***** IVR Access *****
Cancelled/Suspended Card ***** IVR Call Transfer *****
Damaged or Expired Reissue ***** IVR Calling Card - (per min) *****
IVR Calling Card Setup *****
WEB SERVICES
Account Create Request ***** ACH
Account Modify Request ***** ACH Transaction *****
Account Verify Request ***** ACH Electronic Verification
(Does not include deposit
amounts) *****
Account Load Request ***** ACH Authorization Form *****
Account Balance Request *****
REPORTING
XXXX PAYMENT Via Web *****
Xxxx Payment - Electronic ***** File Fee *****
Xxxx Payment - Paper XML *****
(Includes check production,
postage not included) *****
Prices do not include MasterCard, Bank, Third Party or Network Charges
proprietary & confidential
C-4
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
Galileo Processing: Partner Pricing
(standard for both ***** and ***** Pricing)
Description Price
----------- -----
CUSTOMER SERVICE
Customer Service (per min) *****
Authorization Removal (manual) *****
IVR Access *****
IVR Call Transfer *****
Fax Server *****
Chargeback (item) *****
Fraud Analysis (per hr) *****
Reporting to CB *****
Warning Bulletin (per account) *****
QMR Filing *****
SAR Filing *****
Paper Statement *****
THIRD PARTY
Card Production - MasterCard
(Volume Dependant) *****
Card Production - Cirrus/Maestro
(Volume Dependant) *****
Card Emboss/Mail Prep *****
Postage *****
Shipping *****
Card Carrier *****
Long Distance *****
File Fee *****
CLIENT SUPPORT SERVICES
Development (per hr) *****
Training (per hr) *****
T1 Access Fee (per mo) *****
Client Support (per mo) *****
Integration Fee *****
New BIN Setup Fee *****
Minimum Monthly Billing *****
Prices do not include MasterCard, Bank, Third Party or Network Charges
proprietary & confidential
C-5
[Material marked with an asterisk has been omitted
from this document pursuant to a request for
confidential treatment and has been filed
separately with the Securities and Exchange
Commission.]
Galileo Processing: Volume Discount Schedule
Active Accounts Discount
***** *****
***** *****
***** *****
***** *****
***** *****
***** *****
000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxxxxxxx, XX 00000
galileo processing T 801.298.8500
F 801.298.6404
xxxxxxxxxxxxxxxxx.xxx
proprietary & confidential
C-6
Exhibit D
Issuing Bank Agreement
[Filed as exhibit 10.13 to the registration statement on Form S-2/A-1
filed with the Securities and Exchange Commission on February 25, 2005
(File No. 0-121651).]
