Exhibit 8.1.1
EXPRESSPAYMENT(TM) SERVICE AGREEMENT
STORED VALUE
1. PARTIES. This ExpressPayment Service Agreement (the "AGREEMENT") is between
MoneyGram Payment Systems, Inc. ("MONEYGRAM") and ▇▇▇▇▇▇ Beaumont, Inc.
("▇▇▇▇▇▇"). ▇▇▇▇▇▇ is the marketer of its own various stored value
cards/prepaid telephone cards (each "MB CARD"). In addition, ▇▇▇▇▇▇
has developed a retail network (THE "NETWORK") to provide turnkey services
relating to stored value cards marketed by various third parties (each a
"MARKETER" and each respective Marketer's Card being a "THIRD PARTY CARD")
to the public, The Third Party Cards are marketed and distributed through
the Network by either ▇▇▇▇▇▇ or by certain distributors (each a
"DISTRIBUTORS"). The MB Cards and the Third Party Cards may collectively be
referred to herein as the "CARDS". The Cards are offered to the public
under the trade names (each a "TRADENAME") identified on Exhibit "A"
attached hereto. MoneyGram will not perform any services under this
Agreement for the direct or indirect benefit of any party other than ▇▇▇▇▇▇
and the consumers who own a Card. This Agreement does not and is not
intended to confer any rights or remedies upon any party other than the
▇▇▇▇▇▇ and MoneyGram. To the extant that the Marketers will be permitted to
utilize the Services (as defined in Section 3), all rights of the Marketers
shall be against ▇▇▇▇▇▇ and all privity of contract shall be between the
Marketers and ▇▇▇▇▇▇ and between ▇▇▇▇▇▇ and MoneyGram.
2. THE CARD. Exhibit "A" contains a true and correct copy of the front and the
back of each Card, as well as the BIN for each Card and the bank account
the "BANK ACCOUNT") of the various Marketers where payments are to be
deposited, Exhibit A may be amended from time to time throughout the Term
to add additional Cards. including Third Party Cards, only by written
agreement signed by both MoneyGram and Biller, Na. Cards may be attempted
to be added to Exhibit A by ▇▇▇▇▇▇ unless such Cards are either a MB Card
or a Third Party Card (in which case ▇▇▇▇▇▇ is providing turnkey services
to such Marketer). No change shall be made to the look of a Card without
thirty clays (30) days prior written notice to MoneyGram. So long as ▇▇▇▇▇▇
Is in compliance with the terms of this Agreement, Cards can be loaded by
cardholders pursuant to the terms of this Agreement However, no payment
will be accepted from a holder Of a Card if it is marketed under the
Tradename or some other trade name for which written approval in the form
of the Trade Name Schedule, attached as Exhibit "B" has not been executed
BY MoneyGram.
3. PURPOSE. Both ▇▇▇▇▇▇ and the Marketers needs locations where owners of
Cards ("SENDERS") can pay cash to be loaded on 10 their respective Card.
▇▇▇▇▇▇ agrees to allow MoneyGram to accept such funds from Senders at
MoneyGram's agent network locations (each location being an "AGENT") (the
"SERVICE"). ▇▇▇▇▇▇ understands and agrees that MoneyGram will only offer
this Service from its domestic Agents and that the Service will not be
available on eMoneyGram. Bil1er represents and warrants that entering into
this Agreement is not a breach of any other agreement with any other person
or company for similar services, or a breach of any agreement to which
▇▇▇▇▇▇ is a party pertaining to any Card. This Agreement shall only govern
▇▇▇▇▇▇'▇ use of ExpressPayment with respect to the Card.
4. SYSTEMS INTERFACE. ▇▇▇▇▇▇ and MoneyGram will establish a systems interface
that allows for processing of cash loads either: a) directly between
MoneyGram's and ▇▇▇▇▇▇'▇ proprietary systems or b) through a third party
processor which shall process the cash loads and/or transfer information
between MoneyGram's and ▇▇▇▇▇▇'▇ proprietary systems. If the parties elect
to use a third party processor and the arrangement with the third party
processor terminates, either: a new relationship with a different third
party processor will be established; or the parties will provide
information to each other sufficient to establish a direct interface
between their proprietary systems, subject to the confidentiality agreement
in Section 16 below. ▇▇▇▇▇▇ and MoneyGram shall agree, in a separate
writing, which third party processor shall be used.
5. INSTRUCTIONS TO SENDERS. ▇▇▇▇▇▇ will instruct Senders to direct payments
for their respective Cards to an Agent. When making such payments, the
Senders shall provide each Agent with the following:
▇. ▇▇▇▇▇▇'▇ receive code for the respective Card;
b. The customer account number to which the cash load is to be credited;
and
c. Cash in the amount of the load plus MoneyGram's applicable consumer
fee.
6. REMITTANCE. MoneyGram agrees to transmit payments to ▇▇▇▇▇▇ as stated in
this Section 6 and further provided in attachments to this Agreement
MoneyGram will initiate an ACH (Automated Clearing House) credit to the
applicable Bank Account on the banking day following receipt by MoneyGram.
A banking day is a day other than Saturdays and
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Sundays when banks are open for business. If MoneyGram is owed a fee from
▇▇▇▇▇▇ or if MoneyGram remits an overpayment or incorrect payment, ▇▇▇▇▇▇
authorizes MoneyGram to initiate drafts via ACH against ▇▇▇▇▇▇'▇ designated
account and authorizes the bank at which the account is located to debit
its account ▇▇▇▇▇▇ agrees to complete and execute any and all documents as
such bank may require to effect and maintain this authorization. Each time
MoneyGram attempts an ACH debit and there are insufficient funds in the
account, ▇▇▇▇▇▇ shall be liable for an administrative fee of $40,00. If
▇▇▇▇▇▇ fails to maintain a sound financial condition MoneyGram may
immediately suspend and/or terminate this Agreement upon written notice to
▇▇▇▇▇▇.
7. ▇▇▇▇▇▇'▇ RESPONSIBILITIES. ▇▇▇▇▇▇ agrees to cooperate in good faith with
all of MoneyGram's training, operational directions, policies and
procedures. ▇▇▇▇▇▇ agrees that employees of the Agents shall not be
solicited to sell any stored value prepaid card product issued, processed
or marketed by ▇▇▇▇▇▇ or an Issuer or any affiliate of ▇▇▇▇▇▇ or issuer or
sales representative or independent contractor of ▇▇▇▇▇▇ or an Issuer.
▇▇▇▇▇▇ agrees to provide financial statements, as requested by MoneyGram,
and authorizes MoneyGram to obtain information from trade references,
banks, consumer credit services, state and federal governments, regarding
credit and other information.
8. REPRESENTATIONS AND Warranties.
▇▇▇▇▇▇ warrants and represents that the following statements are true and
correct and will continue to be true and correct throughout the term of
this Agreement:
▇. ▇▇▇▇▇▇, the processor of the Card (the "PROCESSOR"), the Marketers,
and the banks that issue the Cards (the "ISSUERS") are authorized to
conduct business as currently conducted and are in compliance with all
applicable laws and regulations material to each Card, including any
rules or regulations of the Association (as defined below),
B. Each Card and any related products and services have received all
necessary approvals of all relevant card associations, payment
networks and similar organizations (together, the "ASSOCIATION").
▇. ▇▇▇▇▇▇, Processor, the Marketers and the Issuers have no affiliation,
business association or other relationship of any kind whatsoever with
any bank licensed outside of the United States or e-Gold business.
▇. ▇▇▇▇▇▇ shall collect such information regarding Senders as the parties
may agree and deem necessary to comply with, and/or guard against
violation of, applicable laws or regulations.
E. Each Issuer is a bank chartered in the United States, regulated by the
FDIC and OCC and licensed under the laws of all states in the United
States where necessary to conduct Its business.
F. Each Issuer is an issuer of either MasterCard and/or Visa,
G. Cards marketed by ▇▇▇▇▇▇ and processed by Processor with the MoneyGram
loading capability can only be marketed ender the Tradename or trade
names with respect to which MoneyGram has executed an approval in the
form of the attached Trade Name Schedule.
H. Cards can be used for no purpose other than: to facilitate the
purchase of goods or services at retail businesses and/or web-based
e-tailers available to the general public; to withdraw funds at an
ATM, to purchase pre-paid telephone minutes by using a calling card
feature of the applicable Card: or for such other purposes to which
MoneyGram has expressly agreed in writing. In no event, can any Card
be used to transfer funds to another stored value prepaid card or to
another person.
1. Each Card is limited to a maximum loading of Nine Hundred Ninety-Nine
and No/100 Dollars ($999.00) per day using MoneyGram's Agents.
J. No more than one (1) Card will be issued to a single individual end no
more than one (1) Card can have the same card or identification
number.
K. All of Blller's responses contained in any Trade Name Schedule and/or
in the Stored Value Prepaid Card Questionnaire attached as Exhibit "C"
are and shall continue to be true and correct and do not currently
omit any material information. ▇▇▇▇▇▇ will notify MoneyGram thirty
days (30) prior to any changes to Exhibit "▇.
▇. ▇▇▇▇▇▇ will not solicit any Agents to sell or otherwise promote the
Card, or any of their stored value cards.
▇. ▇▇▇▇▇▇, Processor, the Marketers and each Issuer shall not use in any
manner whatsoever any name, logo, trademark, service ▇▇▇▇, or
copyrighted material of: MoneyGram; MoneyGram's parent, affiliate or
subsidiary; or any member of the MoneyGram or Travelers Express
network of agents (collectively, a MoneyGram Party") or refer
to any advertising, publicity or instructional material of a MoneyGram
Party, except as set forth in Section 14 of this Agreement. ▇▇▇▇▇▇
will communicate such restriction to Processor and to each Issuer and
ensure that Processor and each Issuer agree and comply with such
restriction.
N. The Card will be sold ▇▇▇▇▇▇ or the Distributors. ▇▇▇▇▇▇ will be
responsible for ensuring the Distributor's compliance with all of the
terms of this Agreement. Any noncompliance by the Distributor with the
terms of this Agreement shall be a breach, entitling MoneyGram to
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terminate the Agreement. ▇▇▇▇▇▇ will not use and will ensure that the
Distributor will not use ▇▇▇▇▇▇'▇ relationship with MoneyGram and its
network of agents as leverage in order to sell or otherwise promote
the Card, or any of their stored value cards. No cards will be sold by
the Distributor with MoneyGram loading capability except those listed
on Exhibit A.
0. The payments collected by MoneyGram shall be directed to ▇▇▇▇▇▇'▇ bank
account set forth on Exhibit A attached hereto. Exhibit A will
include a separate account for each Card also set forth on Exhibit A.
Notwithstanding the foregoing, ▇▇▇▇▇▇ may designate one account for
payment of multiple Cards. Exhibit A wits contain the following
information for each account, the account number, the account name,
and the bank routing number.
▇▇▇▇▇▇ and Issuer will properly credit all payments forwarded by
MoneyGram to the above bank accounts and will apply Senders' funds and
settle stored value transactions promptly. The payments forwarded by
Moneygram shall be held by the Issuer for the applicable Sender and
the Issuer will be liable to each Sender for the total amount of all
such payments sent to the account.
For purposes of monitoring compliance with the foregoing representations
and warranties, MoneyGram may wish from time to time to communicate with
the Processor or Issuer. ▇▇▇▇▇▇ agrees in ▇▇▇▇ ▇▇▇▇▇ to accommodate such
communication, including authorizing the Processor and/or issuer to divulge
all information deemed necessary and agreed to by both Parties to confirm
▇▇▇▇▇▇'▇ compliance with this Agreement.
9. FEES. During the period commencing on the effective date of this Agreement
and ending six-months thereafter (the "TEST PERIOD") the Consumer fee (the
"CONSUMER FEE") for the Service Shall be $4.95 for each ExpressPayment
TRANSACTION completed on ▇▇▇▇▇▇'▇ behalf (the "Tiered Pricing Consumer
FEE"). At any time after the Test Period MoneyGram may, in Its sole
discretion, review and audit the number of ExpressPayment transactions
being completed on ▇▇▇▇▇▇'▇ behalf (such date of review and audit being a
"REVIEW Date"). If during the calendar month immediately preceding any
Review Date or any time thereafter at least 5,000 ExpressPayment
transactions are not being conducted on ▇▇▇▇▇▇'▇ behalf (the "REQUIRED
MONTHLY TRANSACTION VOLUME") the Tiered Pricing Consumer pee may be
discontinued by MoneyGram gluing notice to ▇▇▇▇▇▇ that the Required Monthly
Transaction Volume is not being maintained (the "PRICING NOTICE"). In such
case, the Consumer Fee will be Increased to $5,95, effective after the date
that MoneyGram has given the Pricing Notice. In addition, MoneyGram may
change any applicable Consumer Fee from time to time by notifying ▇▇▇▇▇▇
thirty (30) days prior to the effective date of any change in the Consumer
Fee for the Service.
10. ASSIGNMENT. ▇▇▇▇▇▇ may not assign this Agreement, in whole or in part,
without the written consent of MoneyGram nor allow any other party to
utilize the services of MoneyGram pursuant to this Agreement.
11. INDEMNIFICATION.
▇▇▇▇▇▇ shall reimburse, indemnify and hold MoneyGram and its agents
harmless from all losses, claims, demands, actions, suits, proceedings or
judgments, including costs, expenses and reasonable attorneys' fees
assessed against or otherwise incurred by MONEYGRAM arising, in whole or in
pact, from: (a) actions or omissions, whether done negligently or
otherwise, by ▇▇▇▇▇▇, its agents, directors, officers, employees or
representatives; (b) actions taken by MoneyGram at the request of ▇▇▇▇▇▇;
(c) violation of any laws, rules, regulations or ordinances by ▇▇▇▇▇▇, any
Sender, or a service provider or affiliate of ▇▇▇▇▇▇ relating to the Card,
such as Processor and Issuer; (d) ▇▇▇▇▇▇'▇, Processor's and the Issuer's
breach of any term or condition of this Agreement, including the warranties
set forth in Section 8, or (e) claims made by Processor or the Issuer
against MoneyGram arising from MoneyGram's provision of the Services,
unless such claims are a result of the gross negligence or willful
misconduct of MoneyGram. The indemnification obligations set forth
hereinabove shall survive the termination of this Agreement.
12. LIABILITY. MONEYGRAM'S SOLE LIABILITY AND ▇▇▇▇▇▇'▇ EXCLUSIVE REMEDY FOR
ERROR, DELAY OR NONPAYMENT OCCURRING PURSUANT TO THIS AGREEMENT OR OTHER
CLAIM, COST, LOSS, OR OTHER POTENTIAL OR ACTUAL EXPENSE THAT IN ANY WAY
RELATES, DIRECTLY OR INDIRECTLY, TO THIS AGREEMENT. WHETHER AS THE RESULT
OF MONEYGRAM'S OF IT AGENT'S NEGLIGENCE, FAULT, OMISSION, OR
NONPERFORMANCE, HUMAN, MECHANICAL OR ELECTRONIC ERROR, SHALL BE LIMITED TO
AN AMOUNT EQUAL TO THE FEE PAID BY THE SENDER AND PAYMENT OF SUCH AMOUNT TO
▇▇▇▇▇▇ OR. IF SO DIRECTED BY ▇▇▇▇▇▇, REFUND OF SUCH AMOUNT TO THE HOLDER OF
THE CARD. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE NATURE OF
THE CLAIM OR THE FORM OF THE ACTION EMPLOYED, WHETHER IN CONTRACT,
WARRANTY, TORT OR OTHERWISE IN NO EVENT SHALL MONEYGRAM BE LIABLE FOR
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. MONEYGRAM WILL NOT
BE LIABLE FOR ANY VARIANCES OR SERVICE DELAYS DUE TO LOCAL REGULATIONS OR
CAUSES BEYOND THE CONTROL OF MONEYGRAM.
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EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND
EACH PARTY HEREBY SPECIFICALLY D1SCLAIN'S, ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER SUBJECT TO THIS
AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE (WHETHER EITHER PARTY KNOWS, HAS REASON TO KNOW, HAS
BEEN ADVISED OR 1S OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) OR IMPLIED
WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE.
Where the parties have agreed to transmit information via a third party
processor, neither party shall have any liability for any delay, error or
failure of such third party processor to perform the required transfer.
13. NOTICE. Notices must be in writing and personally delivered or sent by
overnight courier to a party at the address below, Notices are effective
when received.
To ▇▇▇▇▇▇:
▇▇▇▇▇▇ Beaumont, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President-COO
TO MoneyGram:
MoneyGram Payment Systems, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Senior Director- Sales & Marketing - ExpressPayment
WITH copy to:
MoneyGram Payment Systems, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Legal Counsel
14. Marks AND Logos. ▇▇▇▇▇▇ shall not use in any manner whatsoever any name,
logo, trademark, service ▇▇▇▇, or copyrighted material of any MoneyGram
Party or refer to any advertising, publicity or instructional materiel of a
MoneyGram Party without first obtaining the prior written approval of the
Senior Director, Sales and Marketing for ExpressPayment. The foregoing is
expressly intended to prohibit the use of the name, logo, trademark,
service ▇▇▇▇ or copyrighted material of a MoneyGram Party by any party in
any way related to this Agreement on a Card or on any web site, whether or
not ▇▇▇▇▇▇ authorized the use, without the prior written approval of the
Senior Director, Sales and Marketing for ExpressPayment. Notwithstanding
the foregoing, MoneyGram acknowledges that ▇▇▇▇▇▇ may contract with a third
party to place a banner advertisement ("BANNER ADVERTISEMENT") on certain
commercial websites ("COMMERCIAL WEBSITES") which will link consumers to a
website created by ▇▇▇▇▇▇ pertaining to the Card (the "CARD WEBSITE'),
Subject to MoneyGram's prior approval of the Banner Advertisement and the
Card Website, MoneyGram consents to the use of its name. toga and/or
trademark on the Banner Advertisement and/or Card Website subject to the
following restrictions. A Banner Advertisement linking consumers to the
Card Website may not be placed on a Commercial Website which is In any way
affiliated with gambling or pornography. In addition, ▇▇▇▇▇▇ shall provide
MoneyGram with monthly reports listing every Commercial Website that
contains the Banner Advertisement linking consumers to the Card Website, If
MoneyGram is in any way dissatisfied with a particular Commercial Websites
on which the Banner Advertisements appears, MoneyGram shall give notice to
▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall arrange to have the Banner Advertisement removed
from such Commercial Website within five (5) business days. If ▇▇▇▇▇▇
Changes the Banner Advertisement or Card Website without MoneyGram's prior
approval, or if ▇▇▇▇▇▇ falls to have a Banner Advertisement removed from a
Commercial Website at MoneyGram's request within the required timeframe,
MoneyGram may immediately terminate this Agreement. Should ▇▇▇▇▇▇ wish to
provide a link to MoneyGram's website on the Card Website, it is
MoneyGram's policy to require execution of its standard linking agreement
before allowing any link to its web site.
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MoneyGram may use Biter's name in listings of its Money Transfer System
network ("AGENT LISTS") used for communicating with its authorized agents
and may use ▇▇▇▇▇▇'▇ name In providing the information to consumers. The
foregoing sentence shall not be construed as authorizing the use of
▇▇▇▇▇▇'▇ trademarks, logos or any other Intellectual property, without the
▇▇▇▇▇▇'▇ prior written consent. ▇▇▇▇▇▇ acknowledges that the Agent List is
confidential and proprietary information of MoneyGram, subject to the
provisions of Section 16 of this Agreement. Aside from directing Senders to
locations where they can load their Cards, ▇▇▇▇▇▇ may not use the Agent
List for its own benefit.
15. RECORDS. ▇▇▇▇▇▇ shall maintain records and provide electronic copies
thereof to MoneyGram upon request of all payments taken and processed by
MoneyGram for up to one year.
16. CONFIDENTIALITY. MoneyGram agrees to keep confidential the names and
addresses of Senders and their card and or customer banking numbers and
payment histories. ▇▇▇▇▇▇ agrees to keep confidential information received
from MoneyGram that is designated as confidential or proprietary. Each
party agrees to use confidential or proprietary information of the other
party only for purposes of performing this Agreement or pursuant to law.
MoneyGram will not reuse any nonpublic personal information disclosed to it
in connection with the services provided under this Agreement except to the
extent necessary to provide the Service, comply with applicable legal
requirements, or otherwise as specifically allowed by the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999. MoneyGram maintains physical, electronic
and procedural safeguards that comply with federal regulations to safeguard
nonpublic personal information in our possession.
17. COMPLAINTS. MoneyGram shall be responsible for responding to and resolving
all claims, inquiries or complaints arising out of the acceptance of cash
loads from Senders and remittance of those loads to ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall be
responsible for resolving any and all claims, inquiries or complaints
arising out of the loading of or failure to load funds on to a Card. The
parties agree to cooperate with each other in resolving complaints.
18. TERM AND TERMINATION. This Agreement shall commence an the Effective Date
and shall continue in effect until terminated by either party at any time
upon ten (10) days advance written notice, or immediately at any time if
either party has breached this Agreement, including any breach of
warranty; or either party determines that the other party has violated any
applicable law or regulation Applicable to the Service. ▇▇▇▇▇▇ understands
and has been fully informed (and has informed Processor and issuer) that
MoneyGram may decide to enter the stored value prepaid card business or a
similar business, in which event it may terminate this Agreement upon
thirty (30) days advance written notice. ▇▇▇▇▇▇ agrees that It will not
seek remedies, damages or equitable relief, should MoneyGram enter into
the stored value prepaid card business and/or terminate this Agreement
because of its entry into such market and hereby waives any such rights or
remedies. Upon termination for any reason, ▇▇▇▇▇▇ shall immediately remit
to MoneyGram any overpayments made to ▇▇▇▇▇▇ and shall return equipment,
display material, or other property furnished to ▇▇▇▇▇▇ by MoneyGram, and
MoneyGram shall immediately remit to ▇▇▇▇▇▇ any and all monies owed to
▇▇▇▇▇▇ under this Agreement. Any property furnished by MoneyGram shall
remain the sole property of MoneyGram; ▇▇▇▇▇▇ shall keep it free and clear
of any lien or encumbrance.
19. COMPLIANCE WITH LAW. The Cards shall not be used by any party, including
Senders, for any illegal purpose or any purpose that, In MoneyGram's
opinion, reflects negatively upon MoneyGram. ▇▇▇▇▇▇ will utilize and
implement reasonable, as determined by ▇▇▇▇▇▇, internal procedures to deter
the fraudulent use of the Card, including cessation of Card use whenever
fraud is discovered. Both parties shall comply with all applicable federal,
state and local laws and regulations including but not limited to licensing
laws and laws and regulations relating to money laundering and 'currency
reporting. MoneyGram shall have the right to audit ▇▇▇▇▇▇'▇ books and
records related to this Agreement in the event MoneyGram suspects any
breach of this Section or Section 8, Representations and Warranties.
20. FORCE MAJEURE. Neither party hereto shall be in default of its obligations
hereunder to the extent that the performance of any such obligation is
prevented or delayed by war, insurrection, fire, flood, riot, acts of
terrorism, strikes, acts of Gad. telecommunications failures or errors,
systematic internet failure, including but not limited to interruptions by
service providers, or any similar event or circumstance not caused, in
whole or in part, by such party, and which is beyond the reasonable control
of such party.
21. GOVERNING LAW. Minnesota law governs the interpretation of this Agreement.
22. Effective Date: 10/31/2005.
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▇▇▇▇▇▇: ▇▇▇▇▇▇ BEAUMONT, INC. MONEYGRAM PAYMENT SYSTEMS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------- ------------------------------
Title: President Title: Vice President
------------------------ -----------------------------
Authorized to sign on behalf of Authorized To Sign On Behalf of
the ▇▇▇▇▇▇ MoneyGram
Date: 10/31/2005 Date: 10/31/2005
6
EXHIBIT "D"
ADDENDUM TO THE EXPRESSPAYMENTS(SM) SERVICE AGREEMENT
-----------------------------------------------------
This Addendum to the ExpressPayment Service Agreement (the "ADDENDUM") is
an attachment to, and forms a part of, the ExpressPayment Service Agreement (the
"AGREEMENT") between MoneyGram Payment Systems, Inc. ("MONEYGRAM") and ▇▇▇▇▇▇
Beaumont, Inc. ("▇▇▇▇▇▇") with an Effective Date of October 31, 2005. All
capitalized terms contained in this Addendum, unless specifically defined
herein, shall have the meaning ascribed to them in the Agreement.
The parties further agree as follows:
INCENTIVE PAYMENT
During the Term, if the Consumer Fee Paid by a Sender is $4.95 (but not higher
or lower), ▇▇▇▇▇▇ shall be entitled to receive from MoneyGram a monthly
incentive payment (THE INCENTIVE PAYMENT") equal TO $0.60 for each
ExpressPayment transaction conducted on ▇▇▇▇▇▇'▇ behalf during such month. For
purposes of clarification and by way of example, if the Consumer Fee for each
ExpressPayment transaction conducted an ▇▇▇▇▇▇'▇ behalf for November 2005 was
$4.95 and there were 1,000 ExpressPayment transactions conducted on ▇▇▇▇▇▇'▇
behalf during November, the amount of the Incentive Payment for ▇▇▇▇▇▇ would be
$600 ($0.60 x1000 = $600). If during the same period the Consumer Fee was
higher than $4.95 (such as $5.50 OR $5.95), ▇▇▇▇▇▇ would not receive an
Incentive Payment for such month.
The Incentive Payment shall accrue until ▇▇▇▇▇▇ requests in writing for it to be
paid out to ▇▇▇▇▇▇, rather than having the Incentive Payment paid to ▇▇▇▇▇▇ upon
such written request, ▇▇▇▇▇▇ shall have the option of receiving the Incentive
Payment in-kind, to be used as a credit toward services to be purchased by
▇▇▇▇▇▇ from MoneyGram. In the event ▇▇▇▇▇▇ desires to have the Incentive Payment
paid in-kind, MoneyGram and ▇▇▇▇▇▇ shall agree upon the fair market value of the
services to be per-formed by MoneyGram for ▇▇▇▇▇▇ and MoneyGram shall provide
▇▇▇▇▇▇ with a written statement of such agreed upon fair market value, together
with copies of any applicable underlying receipts from third PARTIES. Statements
shall be sent to the address set forth in the agreement for notice. Upon written
request of ▇▇▇▇▇▇ at anytime, MoneyGram shall provide a current statement of
accrued Incentive Payments.
▇▇▇▇▇▇: MONEYGRAM:
▇▇▇▇▇▇ BEAUMONT, INC. MONEYGRAM PAYMENT SYSTEMS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------- ------------------------------
Title: President Title: Vice President
------------------------ -----------------------------
Date: 10/31/2005 Date: 10/31/2005
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