Master Payment Processing Services Agreement

1. Appointment

Client designates FirsTech as a “Walk-in Payment Services Provider” for purposes of this Agreement.  FirsTech has the right to recruit and manage such APA’s (as defined below and collect a fee for such Services, unless otherwise indicated in this Services Schedule.

2. Definitions

(a) APA or Authorized Payment Agent

The person(s) recruited by and contracted with FirsTech to perform the Services.  APA’s may also perform walk-in-bill payment services for other clients pursuant to separate agreements with FirsTech.

(b) APA Bank Account

A bank account in an APA’s name at a commercial bank that will accept Customer Payments deposited by the APA.

(c) APA Commission Fee

Percentage of the Customer Convenience Fee retained by the APA or paid to the APA per transaction as compensation for the APA’s performance of the Services described in this Services Schedule.

(d) Customer Convenience Fee

A per transaction fee charged to Customers for the Services described in this Services Schedule.

(e) FirsTech Commission Fee

Percentage of the Customer Convenience Fee retained by FirsTech per transaction as compensation for FirsTech’s performance of the Services described in this Services Schedule.

(f) End of Day Transmission

A daily consolidated electronic transmission file uploaded to FirsTech at the time required by FirsTech and Client.

3. Remittance Collection Software

FirsTech grants to Client a limited, non-exclusive, non-transferable, revocable license to use its remittance collection software (the “Software”) during the term of this Services Schedule subject to any limitations in the Agreement.  Client shall not directly or indirectly (i) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Software (or any portion thereof); (ii) distribute, transfer, grant sublicenses to, sell, rent, lease, or otherwise make available the Software (or any portion thereof) to third parties, including as an application service provider, service bureau, or rental source; (iii) embed or incorporate in any manner the Software into other applications of Client or third parties; (iv) create modifications to or derivative works of the Software; (v) reproduce the Software; (vi) attempt to modify, alter, or circumvent any license control and protection mechanisms within the Software; (vii) use in violation of any applicable law, rule, or regulation; or (viii) remove, obscure, or alter any copyright notices or any name, trademark, service mark, tagline, hyperlink, or other designation included on any display screen within the Software. Client shall not permit any third party to perform any of the foregoing actions and shall be responsible for all damages and liabilities incurred as a result of such actions.  Use of the Software is limited to APA locations.

4. Responsibilities of FirsTech, APA’s and Client.

(a) Selection of APA’s

FirsTech will (i) provide Payment Outlets to provide the Services; (ii) be the sole contact for Client with respect to the APA’s, and (iii) enter into a binding agreement with each APA.

(b) Management of APA’s

FirsTech will manage the APA’s and provided the Services to Client’s Customers. Each APA will (i) provide and pay for Internet access for processing Customer Payments on the Payment System; (ii) provide each Customer with a printed receipt generated by the Payment System; (iii) allow only trained personnel to provide the Services and operate Payment Systems; (iv) balance out daily and reconcile Customer Payments Funds collected with Customer Payment Data prior to transmitting the End Of Day Transmission to FirsTech; (v) transmit Customer Payment Data to FirsTech at least once each Processing Day; (vi) deposit Customer Payment Funds into a designated APA Bank Account no later than the next banking business day; (vii) retain Customer bill stubs at the Payment Outlet for not less than thirty (30) days from the date of payment; (viii) refrain from accepting Customer Payments when the Payment System is Inoperable or malfunctioning; and (ix) collect a Customer Convenience Fee per Customer account credited, mutually agreed to between Client and FirsTech.

(c) APA Network Contracting, Management and Termination

As soon as is reasonably practicable, FirsTech shall execute separate agreements with each APA that is currently taking payments for Client and meets FirsTech’s credit criteria. These agreements shall govern the terms and conditions upon which each APA shall collect payments from Client’s customers, remit those payments to Client, and report each transaction to Client. FirsTech shall select, maintain, terminate and otherwise manage all APA’s in FirsTech’s sole discretion.

(d) Equipping of Payment Outlets

Firstech will (i) submit introductory letters to all APA’s outlining the particulars of the Payment System and training specifics; (ii) use its best judgment to determine if Payment Outlets for installation of the Payment System is safe and suitable for operation of the Payment System as intended; (iii) provide account document forms, printer paper, printer ribbons, and journal tape to each Payment Outlet as needed; (iv) provide each Payment Outlet with one (1) 8-1/2 x 11 sign that clearly displays Client’s full color logo (“Standard Signage”). Client requests for signage beyond the Standard Signage will be priced separately.  Payment Outlets may be equipped by FirsTech with the following:

• PC-based Software,
• Validating Receipt Printers and Supplies,
• Image Scanners,
• Required Cables & Power Supplies, and
•  Personal Computer (PC), and Monitor

(e) Maintenance

FirsTech will service and maintain the Equipment at the Payment Outlets and shall provide replacement parts and Equipment as becomes necessary to repair or replace defective or malfunctioning Payment Systems by shipping such replacement parts or Equipment to the Payment Outlet via overnight delivery service. FirsTech will not be in default for inadvertent delays or cut-off times of standard commercial overnight couriers.

(f) Transmission of Customer Payment Data

i.  On each Processing Day, FirsTech will consolidate and transmit periodic memo files and a production file to Client at the times mutually agreed upon by both parties.

ii. The production file will include all End of Day Transmissions that have been transmitted from the APA’s and received by FirsTech up to one (1) hour prior to the time such production file is scheduled to be transmitted to Client.

iii. Payment Systems may be capable of canceling erroneously entered Customer Payment Data, but such cancellations will be shown on the End of Day Transmission to FirsTech. APA’s will not be able to permanently delete Customer Payment Data from the Payment System.

iv. Client will notify FirsTech immediately if Client fails to receive a Memo and/or Production file(s). Upon receipt of such notification and at the direction of Client, FirsTech will promptly retransmit said file(s) to Client.

v. If an End of Day Transmission does not transmit properly to FirsTech for technical reasons, FirsTech will make every effort to ensure that all Customer Payment Data entered Into the Payment System prior to the malfunction is retrieved and then transmitted to Client within 24 hours of the malfunction and similarly that Customer Payment Data manually recorded by an APA at the Payment Outlet is promptly retrieved and transmitted to Client.

(g) Reports and Reconciliation

i. FirsTech will provide Client with a daily report summary of the number of APA transmissions.

ii.  The number of Customer Payment transactions, and all monies collected. This daily report will be faxed or transmitted to Client at the location to be designated by Client.

iii. FirsTech will provide Client with a monthly summary report of all monies collected by ACH transfer to balance to the bank statement.

iv. FirsTech will provide additional reports as determined and requested by Client as necessary to manage the remittance collection Services provided by FirsTech. The initial design and implementation of such additional reports may incur a one-time fee to Client.

(h) Transfer of Customer Payments

APA’s will deposit Customer Payment Funds in the designated APA Bank Account no later than the business banking day following the date of the Customer Payments.

(i) Check Handling

FirsTech provides for a customized endorsement to be printed on each Customer Payment check. Such endorsement directs the bank to forward a Return Item check to a centralized location for handling (“Centralized Return”).

i. Client shall maintain an adequate balance in Client’s Bank Account in order to facilitate Return Items received. FirsTech and Client will work together to establish such adequate balance.

ii. Returned Items returned due to “account closed”, “stop payment”, “do not re-deposit”, etc., will not be re-presented. Returned Items received by the bank will be re-presented up to one additional time. FirsTech shall invoice Client for Returned Items processed according to Section 6, regardless of whether any such Returned Items are re-presented or subsequently paid by Customer’s bank.

iii. If the Returned Item does not clear the bank following re-presentment, FirsTech will communicate to Client via an electronic report that the Customer Payment in question is a Returned Item and will provide identifying Information, Including the name of the APA who took the Customer Payment, the Customer account number, the Customer Payment amount, and a code indicating the reason for the Returned Item. FirsTech shall send either a copy of the Returned Item or the actual check to Client by U.S. mail. FirsTech will ACH debit Client’s Bank Account for the face value of any corresponding Returned Item. Client shall maintain an adequate balance in its bank account to cover Return Items received on a daily basis.

(j) Customer Receipts

For each processed Customer Payment, the Payment System shall print a receipt containing, at minimum, the business name of the Payment Outlet, Customer account number, method of payment (cash, check, money order, bank draft, etc.), amount of Customer Payment, date and time of Customer Payment, transaction type, and transaction number. APA shall give the receipt to the person making the Customer Payment.

(k) Support and Training

FirsTech shall provide initial training for APA’s, furnish the Payment Outlets with appropriate training material, and support the APA’s during the term of this Agreement by communicating changes in the Payment System, maintaining a toll-free telephone number that APA’s may call for assistance, and as necessary, visit Payment Outlets to resolve operational Issues that may arise from time to time.

(l) Records Retention

FirsTech will maintain Customer Payment data for a minimum period of two (2) years.

5. Risk of Loss

If any Customer Payments are lost, stolen, damaged, or destroyed (“Missing Payments”) between the time of receipt of a Customer Payment by an APA and transfer of the Customer Payment to Client’s Bank Account, FirsTech will be responsible for such Missing Payments to the extent set forth below. FirsTech will notify Client of any Missing Payment Data pertaining to Missing Payments due to Client. Client agrees to cooperate fully with FirsTech by providing Customer names and addresses for all Customer accounts related to the Missing Payments.

(a) In the case of Missing Payments other than cash (e.g., check, money orders, traveler’s checks, bank drafts), Client will use its best efforts to contact Customers directly to obtain replacement instruments or a copy of a canceled check, representative of the Customer’s Missing Payment. Client will have thirty (30) days after notification of Missing Payments to obtain replacement instruments or a copy of each canceled check. The issuance of a replacement instrument by Customer will limit FirsTech’s liability to reimburse Customer any charges Incurred by them in replacing these Instruments, including charges incurred in stopping payment on the Missing Payment. FirsTech may require written proof of such charges from Customer. FirsTech reserves the right to request the Customer’s receipt, representative of the Missing Payment if the canceled check does not clearly indicate FirsTech’s endorsement. FirsTech will not be liable for Missing Payments in instances where Client cannot obtain replacement instruments or proof of canceled checks. If Client cannot obtain a replacement instrument, FirsTech will initiate a debit adjustment to Client’s Bank Account for the value of the Missing Payment that has already been forwarded to Client.

(b) In the case of Missing Payments in the form of cash, the sole liability of FirsTech will be payment to Client for the value of such Customer Payments.