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EXHIBIT 10.3
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COMDATA PAYMENT SERVICES
EXPRESS CASH STATEMENT OF SERVICES
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(CARDHOLDER AGREEMENT AND DISCLOSURE)
This Comdata Express Cash Cardholder Agreement and funds distribution disclosure
(the "Agreement") covers both your rights and the rights of Comdata Network,
Inc. ("Comdata"), its affiliates and representatives relating to: (a) the
issuance to, and use by, you of Comdata's proprietary Comcheks card (the
"Card"); (b) direct transfers of your payroll payments or other recurring or
periodic payments of an electronic nature to an account established for your
benefit which may be used or accessed by your Card; and (c) Card transactions
(i) at automated teller machines (individually, an "ATM"), (ii) approved
point-of-sale merchant locations ("POS"), (iii) resulting in the issuance of a
Comcheck draft, (iv) long distance services and (v) other approved uses for the
Card.
By accepting and using a Card issued by Comdata or its designee, you agree to
the terms and conditions contained in this Agreement and that such terms and
conditions will apply to your use of the Card.
As used in this Agreement, the words "Cardholder", "you", "your", and "yours"
refers to the persons to whom a Card has been issued pursuant to this Agreement
and the related Funds Distribution Agreement between Comdata and your employer.
The words "we", "us", "our" and "ours" refers to Comdata and, as applicable, its
affiliates and representatives, including First American National Bank,
Nashville, Tennessee or a successor or alternate bank or financial institution
designated by Comdata (the "Bank"). The phrases "business day" means Monday
through Friday, except federal holidays.
Please retain a copy of this Agreement for your records and future reference.
FUNDS DISTRIBUTION AND TRUST AGREEMENT
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1. GENERAL. Comdata's Express Cash Funds Distribution Services (the "Service")
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is a means by which your employer may transfer funds owed to you, such as
wages or expense reimbursements, which funds are then, in turn, made
available for access and use by you by use of the Card. Funds transferred
by your employer to Comdata under the Service will, in turn, be deposited
and held in a non-interest bearing trust account located at the Bank, as
trustee, pursuant to a trust agreement existing between Comdata and the
Bank for the benefit of each Cardholder. Comdata and/or the Bank will cause
funds transfer to be made from funds assigned to each Cardholder in the
Comdata accounts or trust account, be applicable and appropriate, in
accordance with instructions received from you by use of your Card (for
example, withdrawal instructions received from the use of the Cad at an
ATMN or purchase instructions received from a point-of-sale network).
By accepting and/or using the Card, you hereby request and authorize
Comdata and/or the Bank, as applicable, to make such funds transfers from
each such Cardholder's funds in accordance with any such instructions
and to pay the principal amount of any such transactions, including any
fee associated therewith, to the appropriate party or parties.
2. CONSENT TO BE PAID THROUGH THE SERVICE, ACKNOWLEDGEMENTS. (a) Consent to
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Method of Payment. By accepting and/or using the Card, you hereby request
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and authorize your employer to transfer funds due to you through the
Service as described herein and expressly and voluntarily consent to such
payment and funds distribution method.
(b) No interest Paid on Funds. You acknowledge and agree that funds transferred
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to you through the Service will be held in a trust account (which will not
accrue or pay interest for your benefit) at the Bank for your benefit until
used or accessed by you through your use of the Card and that no interest
will be paid on you on such funds. To the extent interest may accrue, if
any, you understand that Comdata or its designee shall be entitle to
receive and keep any such amounts to cover costs associated with the
Service.
(c) Employer Access to Spending Information. You recognize that your employer
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may provide you periodic statements regarding purchases and other activity
with respect to your Card. This Card statement delivery method means that
your employer will have access to information about your use of the Card,
including information such as where purchases have been made by you. You
hereby consent to your employer having access to such information for the
purpose of delivering periodic Card statements to you and waive
confidentiality with respect to such information for this purpose.
3. TRANSACTION LIMITATIONS. Withdrawals or use of funds assigned to your Card
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may only be made from an ATM, POS, issuance of a Comchek draft, use of
certain long distance telecommunications services or other means approved
by Comdata. Withdrawals or use of funds assigned to your Card may not be
made unless there are sufficient, collected funds attributable to your
Card.
4. DEPOSITS; FUNDS AVAILABILITY. Additional deposits assigned to your Card may
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only be made by direct deposit of your pay or other monies (such as expense
reimbursement) from your employer in any amount or by other electronic
transfer as permitted by Comdata in writing. Deposits by check, cash, other
preauthorized transaction or any other manner are not available through the
Service. Any transfers from your employer to your Card will be immediately
available.
5. FEES. Current fees applicable to use of your Card have been provided to you
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on a Fee Schedule. Fees are assessed at the time of the applicable
transaction and may be changed by Comdata or others from time to time upon
written notice to your employer.
6. STATEMENTS; ERROR RESOLUTION. You will receive periodic statements showing
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all Card activity during the statement cycle, including fees or service
charges imposed. If you believe that your statement contains a mistake or
discrepancy, then you must notify us within sixty (60) days of receipt of
the first statement containing a mistake or discrepancy in order to resolve
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the discrepancy. Otherwise, the statement may be deemed correct.
7. CUSTOMER SERVICE. Customer service is available to assist you in obtaining
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Card balance information, lost or stolen card assistance and other matters.
The telephone number for customer service is (▇▇▇)▇▇▇-▇▇▇▇. Customer
service representatives are available twenty-four (24) hours a day, seven
(7) days a week.
8. TRANSFERABILITY. Your Card is not transferable. You may not assign, pledge
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or otherwise transfer you interest in funds accessible by the Card without
our prior written consent.
9. RIGHT OF SET-OFF. We have a right of set-off against funds that are
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accessible through use of your Card.
10. WARRANTIES; LIMITATION OF LIABILITY. COMDATA AND THE BANK MAKE NO
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WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES,
PRODUCTS OR EQUIPMENT PROVIDED HERUNDER, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
COMDATA'S SOLE RESPONSIBILITY TO CARDHOLDERS SHALL BE TO MAKE THE SERVICE
AVAILABLE IN ACCORDANCE WITH THE TERMS OF THIS CARDHOLDER AGREEMENT AND
DISCLOSURE. IN NO EVENT SHALL COMDATA OR THE BANK BE LIABLE TO ANY
CARDHOLDER OR ANY OTHER FIRM OR PERSON FOR CONSEQUENTIAL INCIDENTAL,
SPECIAL OR PUNITIVE DAMAGES, EVEN IF COMDATA OR THE BNK HAD PRIOR KNOWLEDGE
OF THE POSSIBILITY OF SAME.
ELECTRONIC FUNDS TRANSFER DISCLOSURE
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1. CARD ISSUANCE AND RESPONSIBILITIES.(a) You will be issued one Card and you
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will select a Personal Identification Number ("PIN") for use with your Card
to access funds distributed to your Card. Upon our acceptance of your
written acceptance of this Agreement, you may use your Card to access or
use such funds.
(b) For security purposes, only you will know your PIN. It is not printed on
the Card, and neither our personal nor your employees have access to it.
The Card and the PIN are not transferable and are provided for your
protection and identification during Card related financial transactions
and other uses of the Card.
(c) You agree that you will; (i) use the Card, PIN and services available
through the Service as instructed; (ii) promptly notify us of any loss or
theft of the Card or disclosure of the PIN; and (iii) accept liability for
misuse of the Card and PIN as described in Section 5 below.
2. CARD USES. By properly using your valid Card and PIN, you may withdraw cash
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at any ATMs bearing the ATM network logo on your Card (i.e., Cirrus) or
other network to which the Card and the Service has access, subject to
applicable limitations. You may also use you Card to purchase goods and
services at POS merchant participating in the POS network(s) to which the
Card has access (i.e., Maestro), subject to applicable limitations.
Further, you can use your Card to purchase a Comchek draft, use long
distance services and obtain other products and services, as may be offered
and authorized by Comdata from time to time.
3. CARD USE LIMITATIONS. There may be a network or ATM owner limitation on the
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dollar amount of cash withdrawals initiated by the use of your Card during
a given time period. This may limit the minimum and maximum amounts that
you may withdraw through use of your Card. The owner of the ATM may also
charge a fee for the transaction, which is in addition to any fees charged
by us. You will be charged by us a fee per transaction, including balance
inquiries, as stated in our then current Fee Schedule. In using your Card,
you agree not to initial a withdrawal, purchase or other transaction which
will exceed the total amount of funds assigned to your Card at that time.
You authorize us or our designee to verify the balance available on your
Card prior to authorizing or completing a transaction.
4. DOCUMENTATION OF TRANSFERS. (a) Transaction Records. You will get a record
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each time you use an ATM or POS; (b) Statements. Periodic Card statements
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will be made available to you which will show information for each
preauthorized transfer as well as other account activity; and (c) Recurring
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Electronic Deposits.
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5. LIABILITIES. (a) Our Liabilities for Failure to Make Transfers. If we do
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not cause the completion of a transfer to or from your account in the
correct amount and manner according to our agreement with your and your
employer, we will be liable for your loses and damages, except as limited
herein. However, there are some exceptions. For example, we will not be
liable under the following circumstances; (i) if through no fault of ours,
you do not have enough money in your account to make the transfer; (ii) if
the ATM where you are making the transfer does not have enough cash; (iii)
if the ATM, POS or other device was not working properly; (iv) if
circumstances beyond our control (such as fire, flood, telecommunications
or computer malfunctions or acts of God) prevent the transfer; (v) if funds
are encumbered through legal process; or (iv) if we receive incomplete or
inaccurate information from governmental or other sources, such as
Automated Clearing Houses.
(b) Your Liability for Unauthorized Transfers. You agree to use the Card, PIN,
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ATMs, POS network and other authorized services or products only for the
purposes outlined in this Agreement. You must tell us immediately if you
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believe your Card has been lost, stolen, or if someone has possibly learned
your PIN. Telephoning us is the best way of keeping your possible losses to
a minimum. You could lose all the money assigned to your Card account. If
you tell us within two (2) business days, you can lose no more than $50 if
someone used your Card without your permission. If you do not tell us
within tow (2) business days after you learn of the loss or theft of your
Card, and we prove we could have stopped someone from using your Card
without your permission if you had told us, you could lose as much as $500.
Further, if your Card statement shows transfers that you did not make, tell
us at once. If you do not tell us within sixty (60) days after the
statement was delivered to you, you may not get back any money you lost
after the 60 days, if we can prove that we could have stopped someone from
taking or using the money if you had told us in time.
If you need to report discrepancies or a lost or stolen card, please call
or write either Comdata or the Bank. Our addresses and telephone numbers
are:
First American National Bank Comdata Network, Inc.
First American Center ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇
GENERAL TERMS AND CONDITIONS
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1. CANCELLATION OF AGREEMENT. We reserve the right, in our sole discretion, to
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refuse further funds distributions from your employer to your Card account
and to terminate your Card account and access at any time upon notice to
you. This Agreement may be canceled by either of us at any time by giving
written notice of cancellation. Your cancellation will be effective within
two business days after receipt of any such notice. You will remain
responsible and liable for any transactions initiated prior to the
effective date of the cancellation and any service charges or fees
incurred. Any funds remaining on your Card upon cancellation will be
remitted to you by check or Comcheck draft at the address you provide to us
for such purpose.
2. ENFORCEMENT. If we refer any matter relating to your Card to a lawyer to
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enforce any of the terms of this Agreement, you agree to pay our lawyer's
fees plus court costs, and any other fees or expenses allowed by law in the
event that we are the prevailing party. we can delay enforcing our rights
under this Agreement without losing or waiving them.
3. CHANGES AND MODIFICATIONS. We may amend or change the terms of this
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Agreement and our Fee Schedule at any time by giving [written] notice of
the change and the effective date. We will notify your employer at least 10
days prior to the effective date of any amendment or change in the terms of
this Agreement or the Fee Schedule.
4. GOVERNING LAW; MISCELLANEOUS MATTERS. This Agreement shall be interpreted
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in accordance with the local laws of the State of Tennessee, without regard
to the choice of law rules of such stare. If any of the terms of this
Agreement are determined to be invalid or unenforceable, the remainder of
the Agreement shall survive in full force and effect. This Agreement may be
assigned by us and is binding upon and enforceable against your heirs,
legal representatives or successors.
5. DISCLOSURE OF ACCOUNT INFORMATION. We will keep information about your Card
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account confidential. However, Comdata and/or the Bank will disclose
information to certain parties about your Card activity in the following
situations; (a) to your employee so that Card account statements may be
delivered to you as discussed above; (b) in order to verify the existence
and condition of your account for a third party (such as a credit bureau or
merchant); (c) in order to comply with government agency or court orders;
(d) if you give us written permission to do so; or (e) to lawyers,
accountants, collection agencies, credit bureaus. Financial institutions
and others involved in collection, adjustment, settlement or reporting of
such matters.
First American
Distribution Management - Cards
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
November 8, 1999
Ms. ▇▇▇▇▇▇ ▇▇▇▇
Comdata Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇:
This letter represent official notification of Approval for the Pinnacle
Business Management Program, and notification of responsibility of Comdata,
Pinnacle and their associates (MailBoxes Etc.) of additional security
requirements for the program.
Specifically;
1. Audit control logs, verifiable and available on demand.
2. Access controls.
3. Theft notification.
4. Card Storage controls.
5. Card holder application handling.
Pinnacle will be responsible for the actions of their agents, as will Comdata
for Pinnacle's compliance. I would like to meet to determine how we will manage
this program's compliance without creating an undue hardship.
Thanks for your time. I await your response.
Cordially,
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
A.V.P. - Cards
Attachment
Cc: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
FEES AND CLIENT INFORMATION
(Comdata Payment Services Funds Distribution Agreement)
CLIENT INFORMATION
PINNACLE BUSINESS MANAGEMENT, INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Client Name (exact legal name) Client Contact Name and Title
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇., ▇▇▇▇▇ 265 727-669-7781
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Client Street Address Client Telephone Number
CLEARWATER FL 33759 727-669-5912
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City State Zip Code Client Facsimile Number
CUSTOM CARDS. If ordered by Client, Comdata will produce customized Comchek
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cards for distribution in connection with Service.
Custom Cards Cost
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0-3,000 $1.50 per card
3,000-10,000 $1.00 per card
10,000+ $0.75 per card
One -time Set-up Fee $500.00
Custom Card Surcharges
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Less than 1 week 90%
Less than 2 week 65%
Less than 3 week 45%
Less than 4 week 15%
*Prices are based upon a typical 4-color custom card
METHOD OF PAYMENT
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Form: Wire Frequency: Daily
SECURITY
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Type: Amount: $
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Exhibit B
COMPANY FEES
The following are the current fees applicable to transactions effected by
Cardholders using the Card. The Client acknowledges and agrees that Comdata
shall deduct the amount of any such fees, together with the principal amount of
any such transactions, from the balance of amounts on each respective Card.
Type of Transaction Per Transaction Fee
Express Cash - Draw Fee $ 1.25
Comdata Answer Plus Phone Card (per minute) $ 0.20
(A one-time fee of $30 applies to all calls
originating from a payphone)
Comdata Answer Plus Voice Mail (per minute) $ 0.20
ATM Access (U.S.) $ 1.25
ATM Access (International Fee) $ 3.25
ATM Balance Inquiry $ 1.25
ATM Decline Fee $ 1.25
POS Debit Transactions $ 1.25