GLOBAL CASH CARD PAYROLL CARD SERVICES AGREEMENT

The transactions contemplated by this Agreement and the performance by the client of its obligations hereunder are in the ordinary course of the Client’s business, and the execution, delivery and performance of this Agreement and the transactions contemplated herein have been duty approved by resolutions of the board of Directors of the Client or an appropriate and duty authorized committee thereof, and such resolutions and this Agreement shall be maintained continuously as official records of the Client.

Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Client’s articles of association, charter or by-laws or any indenture, agreement or instrument to which the Client is now a party or by which it is bound, or constitute a default (whether with notice, the lapse of time, or both) or result in an acceleration under any of the foregoing, or result in the violation of any law to which the Client is subject.

There is no litigation or other proceedings pending or, to the Client’s knowledge, threatened, which seeks to enjoin or prohibit the execution, delivery or enforceability of this Agreement, or which questions the ability of the Client to perform its duties and obligations in accordance with the terms hereof, or which is likely to have a material adverse effect on the financial condition of Client; and

No consent, approval, authorization or order of any governmental or regulatory authority is required for the execution, delivery and performance by the Client of, or compliance by the Client with, this Agreement or the consummation of the transactions contemplated by this Agreement.

2.1.

Fees. The fees (“Fees”) related to the Service are set forth in Fee Schedule, Exhibit “A” attached to this agreement.

Payment Terms Cardholders. Global Cash Card will deduct transaction fees, as set forth in the Fee Schedule, from the Cardholder Account based upon the attached Fee Schedule upon the execution of the corresponding transaction. Global Cash Card shall not increase fees charged to Cardholders as set forth in Exhibit “A” during the term of this Agreement, however, Global Cash Card shall be entitled to increase fees and charges with thirty-days (30) notice to offset any direct cost, increases passed through to Global Cash Card by changes in operating rules imposed by networks, banks, processors or federal, state or local authorities,

Payment Terms Client. Client shall pay to Global Cash Card on a monthly basis, net 10 days, all recurring charges for the previous month, as set forth in Fee Schedule Exhibit “A” attached to this Agreement. Global Cash Card shall not increase fees charged to client as set forth in Exhibit “A” during the term of this Agreement, however, Global Cash Card shall be entitled to increase fees and charges with thirty-days (30) notice to offset any direct cost increases passed through to Global Cash Card by changes in operating rules imposed by networks, banks, processors, federal, state or local authority.

Availability of Services to Cardholders. Client shall notify all of its Cardholders, as well as any other persons to whom the Client may from time to time desire to offer participation in the Service (collectively, the “Prospective Cardholders”), of the Client’s participation in the Service, and the details of the particular Programs for which the Client has subscribed. The Client shall make available to all of the Prospective Cardholders the opportunity to enroll and participate in the Service under one or more Programs.

Distribution of Enrollment Materials. The Client shall, if applicable, deliver to each Prospective Cardholder who enrolls in a Program a set of instructional materials (the “Enrollment Materials”) for the Program in which the Prospective Cardholder elects to participate. The Enrollment Materials may include, without limitation, the Cardholder Agreement, which includes the Cardholder Services Fee Schedule (as defined below), a Card, A direct Deposit Authorization Form and other materials as required.

3.3.

Client agrees to cooperate with Global Cash Card in implementation, orientation and follow-up strategies to maximize participation in the Payroll Card Program.

4.

Regular Deposits. The Client shall promptly deposit in the designated Bank Trust Account, by timely, irrevocable wire transfer, ACH transfer or other means, all Program funds due to its Cardholders, including without limitation, wages, salaries, bonuses, reimbursements, incentives, promotional funds and estimated Client paid fees. With respect to each transfer of funds by the Client to Bank Trust Account, Client shall deliver to Global Cash Card in the specified format, as set forth in the Program Schedule, data identifying the amount of such funds attributable to each Cardholder (“Disbursement Detail”). Client acknowledges that Cardholders shall have access only to those funds held in the corresponding bank account, and that the Service under a Program will be made available to them only to the extent that adequate funds are available in the Account. Global Cash Card shall be liable to Cardholders only to the extent that Client funds for such Cardholders have been advanced to the Account and Client has provided Disbursement Detail to Global Cash Card. Global Cash Card shall have no obligation to provide the Service, or to make any funds available, to Cardholders with respect to whom inadequate funds are held in the Client Account or for whom Disbursement Detail is not delivered by Client.

Maintenance of Sub-Account Entries for Each Cardholder. The Bank Trust Account shall be controlled by the designated bank exclusively, on behalf of all Cardholders, and Global Cash Card shall maintain individual entries in its system reconciled to amounts in the Account for each Cardholder (“Sub-Account”). It is the responsibility of the Client to provide confidential Cardholder information, such as Cardholder name and other individual Sub-Account information needed for these records. Each such Sub-Account entry shall accurately reflect the amount of funds in the Account that are attributable to, and held on behalf of, each particular Cardholder.

Ownership of Certain Property. The Service, Programs, Cards, Card numbers, PINs, and the intellectual property related to the operation and functionality of such items and processes, as well as their relationship to, and interaction with, the Services, are the sole property of Global Cash Card. The Client shall not use, divulge, or grant any third party access to any of the foregoing intellectual and other property, except: (i) as permitted under the Client Privacy Policy Statement (as defined below, (ii) as may be necessary to conduct its internal business, (iii) as may be required by law, or (iv) with the prior express written consent of Global Cash Card.

 

The Cardholders transaction information, including, without limitation, the information presented in the statements, is the property of the respective Cardholders. Neither Global Cash Card nor the Client shall use, divulge, or grant any third party access to, any such information, except: (i) as permitted under the Global Cash Card Privacy Policy Statement (as defined below) or the Client Privacy Statement, respectively, or (ii) as may be required by law.

Global Cash Card Privacy Policy Statement. Global Cash Card has approved and adopted a privacy policy statement, which is maintained and documented on the Global Cash Card Web Site (which may be accessed at http://www.globalcashcard.com) (the “Global Cash Card Privacy Policy Statement”), and, in the course of performing its obligations under this Agreement, Global Cash Card shall at all times comply with the Global Cash Card Privacy Policy Statement.

Confidentiality. Global Cash Card and the Client shall not, during the performance of this Agreement, or at any time after the termination or expiration hereof, sell or disclose to any third party, other than as may be required in the performance of their duties and obligations hereunder or as may be required by law, the terms of this Agreement or any of the procedures, practices or confidential dealings of and between each other.

Non- Competition. All information received by Global Cash Card and the Client with respect to the business of the other (other than information which is or, not as a result of Client’s actions, becomes, a matter of public knowledge) shall not at any time be used for any business or competitive purpose or be disclosed by such person to any third parties without the prior express written consent of the other party.

Survival. The covenants and agreements set forth shall survive the consummation of the transactions contemplated by this Agreement.

Term. The term of the Agreement shall commence as of the date first set forth above and shall continue thereafter until the second anniversary of such date. Thereafter, this Agreement shall automatically renew for consecutive, successive term of two (2) years each, unless and until either party hereto provides the other party written notice of non-renewal with ninety-day (90) notice.

Termination. This Agreement may be terminated in any of the following manners:

Mutual Termination. This Agreement may be terminated at any time by either party upon 30 days written notice.

Termination by Non-Renewal. This Agreement may be terminated by either party by written notice of non-renewal in accordance with the provisions of 7.1 hereof.

·

If at any time GLOBAL CASH Card’s membership in, participation in or access to a network in terminated, GLOBAL CASH CARD may terminate this Agreement with respect to that network without notice.

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If at any time and for any reason GLOBAL CASH CARD or its licensors, suppliers or service providers access to networks is terminated or GLOBAL CASH CARD ceases providing its services, GLOBAL CASH CARD may terminate this Agreement upon written notice.

·

If at any time GLOBAL CASH CARD’s issuing bank or bank terminates its relationship and or sponsorship, GLOBAL CASH CARD may terminate this Agreement upon written notice.

Event of Default. If any one or more of the following events (each, an “Event of Default”) shall occur and be continuing:

·

The failure of a party to observe or perform, in any material respect any other of the covenants, obligations or agreements set forth in this Agreement, which failure is not cured within thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given;

·

A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a trustee, conservator, receiver, or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against party hereto and such decree or order shall have remained in force, in-discharged or un-stayed for a period of sixty-days (60);

·

The consent by a party to the appointment of a conservator or receiver or liquidator in any insolvency readjustment of debt marshalling of assets and liabilities or similar proceedings relating to all or substantially all of such party's property; or

·

A party admits in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization or statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.

Unwinding Relationship. Upon termination of this Agreement, the parties shall cooperate with each other to facilitate the termination of their relationship under this Agreement. Without limiting the generality of the foregoing, the parties shall cooperate to notify the Cardholders and any other third parties concerning which the parties hereto may mutually agree. In the event that this Agreement is terminated pursuant to an Event of Default, then the party in default shall bear the coast of any conversion or other expenses related to such termination. If this Agreement is terminated for any other reason, then the parties hereto shall share the cost of any conversion or other expenses related to such termination.

Duty to Notify. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (hereinafter, a “Dispute”), the party raising such Dispute shall notify the other within thirty-days (30) from the date of its discovery of the Dispute.

Cooperation to Resolve Disputes. The parties shall cooperate and attempt in good faith to resolve any Dispute promptly by negotiating between persons who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration and performance of the provisions or obligations of this Agreement that are the subject of the Dispute.

Arbitration. Any Dispute which cannot otherwise be resolved as provided in 9.2 shall be resolved by arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitration tribunal may be entered in any court having jurisdiction thereof. The arbitration tribunal shall consist of a single arbitrator mutually agreed by the parties, or in the absence of such agreement within thirty-days (30) from the first referral of the dispute to the AAA, designated by the AAA. The place of arbitration shall be Las Vegas, Nevada, unless the parties shall have agreed to another location within fifteen-days (15) from the fist referral of the dispute to the AAA. The arbitration award shall be final and binding. The parties waive any right to appeal the arbitration award; to the extent a right to appeal may be lawfully waived. Each party retains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitrations; (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, and (iv) to enforce any decision of the arbitrator, including the final award.

Confidentiality. The arbitration proceedings contemplated by this Section shall be as confidential and private as permitted by law. To that end, the parties shall not disclose the existence, content or results of any proceedings conducted in accordance with this Section, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by any laws or regulations.

Limitation of Liability. Neither Global Cash Card, the Client nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken, or for refraining from the taking of any action in good faith pursuant to this Agreement; provided, however, that this provision shall not protect Global Cash Card, the Client or any such person against any breach of their respective representations, warranties, or covenants made herein, or against any specific liability imposed pursuant hereto or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations or duties hereunder. Global Cash Card, the Client and any other respective directors, officers, employees or agents may rely in good faith on any document of any kind, which, prima facie, is property executed and submitted by any appropriate person respecting any matters arising hereunder.

Indemnifications. Each party together with their respective directors, officers, employees or agents shall be indemnified and held harmless by the other party against any loss, liability or expense incurred in connection with any actions, proceedings or investigations (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) arising out of the indemnifying party’s failure to perform its obligations under this Agreement, other than any loss, liability or expense incurred, in part or in whole, by reason of the indemnified party’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of the indemnified party’s reckless disregard of its obligations or duties hereunder. Notwithstanding the foregoing, neither party shall be responsible under this indemnification for consequential, incidental, special or punitive damages, even if the indemnifying party had prior knowledge of the possibility of the same.

Warranties; Limitation on Liability. GLOBAL CASH CARD MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, PRODUCTS OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, AND WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE GLOBAL CASH CARD’S SOLE RESPONSIBILITY TO THE CLIENT AND THE CARDHOLDERS SHALL BE TO MAKE THE SERVICE AVAILABLE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE CARDHOLDER AGREEMENT. IN NO EVENT SHALL GLOBAL CASH CARD BE LIABLE TO THE CLIENT, ANY CARDHOLDER OR ANY OTHER FIRM OR PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF GLOBAL CASH CARD HAD PRIOR KNOWLEDGE OF THE POSSIBLITY OF SAME.

Force Majeure. Neither party hereto shall be liable for any failure to perform its obligations under this Agreement due to : (i) acts of God, such as fires, floods, electrical storms, unusually severe weather and natural catastrophes; (ii) civil disturbances such as strikes and riots; (iii) acts of aggression, direct or consequential, such as explosions, wars, and terrorism; (iv) failure of any third party service to providers to adequately provide such services, including, without limitation ATM network services, the Bank’s services, telecommunication services, and merchant POS services; (v) failures or fluctuations in electric power, heat, light, air conditioning, computer or telecommunications services or equipment; and (vi) acts of government, including, without limitation, the actions of regulatory bodies which significantly inhibit or prohibit either party from performing their obligations under this Agreement (cash, a “Force Majeure”). In such event, the performance of such party’s obligations shall be suspended during the period of existence of such force Majeure and the period reasonably required thereafter resuming the performance of the obligation. The parties shall use their best reasonable efforts to minimize the consequences of the Force Majeure.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of Nevada and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws without regard to conflicts of law of choice of law principles.

Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, to :

(a)

in the case of Global Cash Card: (b) in the case of the Client:

7 Corporate Park

9550 Flair Drive  

Severability of Provisions. If any one or more of the covenants, agreements, Provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenant, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Waivers. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced. Any failure to insist upon strict compliance with any of the terms or conditions of this Agreement shall not be deemed a waiver of such terms or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or times be deemed a subsequent waiver or relinquishment of such right or power.

Counterparts. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts shall constitute one and the same agreement. An executed facsimile copy of this Agreement is sufficient to evidence this Agreement and the effectiveness hereof.

Schedules and Exhibits. This schedules and Exhibits to this Agreement, as amended and in effect from the time of such amendment until subsequent amendment thereto, if any, are hereby incorporated and made a part hereof and are an integral part of this Agreement.

Entire Agreement. This Agreement, including the Exhibits and Schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior to contemporaneous agreements and understandings regarding the subject matter hereof, whether written or verbal. This Agreement may be modified or amended only in writing signed by the parties hereto.

Effect of Headings and Recitals. The Section and paragraph headings herein, as well as the recitals and preamble that precede the material provisions of this Agreement, are for convenience only and shall not affect the construction hereof.

No Third-Party Beneficiaries. This Agreement is not intended, and shall not be construed to, confer any rights upon any shareholder, creditor, partner or joint venturer of Global Cash Card (except to the extent any such persons or entities

Non-Exclusivity. The Client understands and agrees that Global Cash Card’s relationship with the Client under this Agreement is non-exclusive, and that Global Cash Card may at any time establish similar relationships with one or more other parties for similar or any other purposes.

Amendment. This Agreement may be amended from time to time only in writing signed by Global Cash Card and the Client.

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns. Client shall not transfer or assign this Agreement without the prior written consent of Global Cash Card, such consent not to be unreasonably withheld, Global Cash Card shall be entitled to assign its rights to its parent, affiliate, subsidiary or any third party.