Exhibit 10.7
SPONSORED MEMBERSHIP AGREEMENT
This Sponsored Membership Agreement (this "AGREEMENT") is entered into as
of January 10, 2008 (the "EFFECTIVE DATE"), by and between GREEN DOT CORPORATION
("NETWORK OPERATOR"), a Delaware corporation with its principal place of
business at 605 East Huntington Drive, Suite 205, Monrovia, California 91016,
and MERCHANT PROCESSING INTERNATIONAL, INC. ("SPONSORED MEMBER"), a California
corporation, with its principal place of business at 18500 Von Karman Ave.,
Suite 530, Irvine, CA 92612. Network Operator and Sponsored Member may be
referred to herein individually as a "PARTY" and jointly as the "PARTIES."
RECITALS
WHEREAS, Network Operator has developed a network of merchant locations
known as the Green Dot(R) Financial Network (the "NETWORK"), through which
cardholders have the ability to load additional value onto prepaid stored value
cards;
WHEREAS, MetaBank (the "ISSUING BANK") has entered into an agreement with
Network Operator pursuant to which the Issuing Bank may sponsor certain
companies as members of the Network;
WHEREAS, Sponsored Member markets and services prepaid stored value cards
which are issued by the Issuing Bank (the "CARDS"), and Issuing Bank has
sponsored the Sponsored Member for membership in the Network; and
WHEREAS, Sponsored Members desires to utilize the Network in order to
permit holders of Cards ("CARDHOLDERS") to load value onto Cards.
NOW, THEREFORE, in consideration of the foregoing recitals, other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants set forth below, Network Operator and
Sponsored Member, intending to be legally bound, agree as follows:
AGREEMENTS
1. Certain Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Green Dot Financial
Network Operating Rules (as in effect on the Effective Date and as the same may
be amended or modified from time to time, the "OPERATING RULES").
2. Network Membership. Sponsored Member is hereby granted the right to be a
participant in the Network with respect to Cards issued by Issuing Bank. Such
right shall permit Cardholders to Load their Cards at any Merchant Site.
Sponsored Member acknowledges that it shall receive no compensation from Network
Operator in respect of Loads except as expressly set forth in Exhibit A hereto.
Sponsored Member agrees to pay the fees described in Exhibit A hereto in
consideration of Network Operator's grant of membership to Sponsored
Member. Sponsored Member agrees that, during the term of this Agreement,
Sponsored Member shall not use, nor promote the use by Cardholders of, any third
party load network other than the Network for cash acceptance and Loading
services.
3. Operating Rules. Sponsored Member acknowledges that it has received a
copy of the Operating Rules, as in effect on the Effective Date. Sponsored
Member further agrees to, and agrees to ensure that each of its Card programs
participating in the Network will, be bound by and comply with the Operating
Rules. Sponsored Member acknowledges that failure to comply with the Operating
Rules shall be grounds for termination of this Agreement and Sponsored Member's
membership in the Network. The Parties acknowledge and agree that Sponsored
Member's Issuing Bank shall be responsible for Sponsored Member's program
compliance with rules and requirements relating to "compliance matters"
(including, without limitation, anti-money laundering compliance) in the
Operating Rules. Sponsored Member agrees to notify Network Operator in writing
immediately if Issuing Bank no longer provides such compliance services to
Sponsored Member. The Parties agree that Sponsored Member may delegate its
duties in Section 5.1 (Member System Requirements) to its Processor. Network
Operator shall not be liable for any Load transactions which are not completed
due to the failure of Sponsored Member or Sponsored Member's Processor to comply
with Section 5.1 of the Operating Rules. The Parties agree that the Operating
Rules, as the same may be amended or modified by Network Operator from time to
time in its sole discretion, are incorporated herein and shall form a part of
this Agreement.
4. Settlement. Network Operator and Sponsored Member agree that all Load
transactions shall be settled through the Issuing Bank.
5. Term. This Agreement shall commence on the Effective Date and shall
continue in full force and effect for three (3) years from the Effective Date
("Initial Term"). This Agreement shall automatically renew for additional
twelve (12) month terms ("Subsequent Terms"), unless written notice of
termination is sent to the non-canceling Party in accordance with the Notice
provisions of this Agreement at least one hundred and eighty (180) days prior to
the expiration of the Initial Term or any Subsequent Term.
6. Termination Due to Government Regulation. Network Operator may terminate
this Agreement upon 90 days prior notice to Sponsored Member if a future
governmental action, rule, law, or regulation (or interpretation of existing
law) has such a material adverse impact upon the Network or the subject matter
of this Agreement or Network Operator's obligations that it materially defeats
the reasonable expectations of the Parties. If any material aspect of either
Party's performance under this Agreement becomes prohibited under applicable
law, rule or regulation, the Parties will negotiate in good faith to modify this
Agreement or the services provided pursuant to the Operating Rules in order to
avoid the prohibition without fundamentally changing the benefits or burdens of
either Party under this Agreement.
7. TERMINATION FOR FAILURE TO ACT. IF SPONSORED MEMBER FAILS TO IMPLEMENT
THE SYSTEMS AND PROCEDURES NECESSARY TO SATISFY ITS MATERIAL OBLIGATIONS AS SET
FORTH IN THIS AGREEMENT WITHIN NINETY (90) DAYS OF THE EFFECTIVE DATE, NETWORK
OPERATOR SHALL HAVE THE OPTION OF TERMINATING THIS AGREEMENT UPON FIVE (5) DAYS
PRIOR NOTICE TO SPONSORED MEMBER, AND MAY AT ITS OPTION OFFER NEW AND/OR
DIFFERENT TERMS FOR THE SERVICES SET FORTH HEREIN.
8. No Conflict. Each Party represents and warrants that it has the right to
enter into this Agreement, and that execution of this Agreement does not violate
the terms of any other agreement to which that Party is bound.
9. Limitation on Amount of Damages. In no event shall Network Operator be
liable to Sponsored Member for any amounts in excess of the Loads by Cardholders
in the immediately preceding two (2) months. The Parties have agreed on this
limitation in recognition of the fact that the calculation of any actual damages
would be exceedingly difficult and subject to speculation and possible abuse and
that the foregoing compromises benefit both Parties equally.
10. Relationship of the Parties. Neither Party is the agent, partner, joint
venturer, trustee, nor legal representative of the other, nor does either have
any authority to act for or incur any obligations on behalf of or in the name of
the other.
11. Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California applicable to
contracts between residents of that state that are to be performed wholly within
that state.
12. Headings. The headings contained in this Agreement are for reference
purposes only and will not affect in any way the meaning or interpretation of
this Agreement.
13. Counterparts. This Agreement may be executed in counterparts, including
those counterparts received via facsimile, each of which shall constitute an
original, but all of which shall constitute one and the same document.
14. Assignment. Neither Party may assign this Agreement or any rights or
obligations hereunder, whether by operation of law or otherwise, without the
prior written consent of the other Party. However, no consent shall be required
for either Party to assign this Agreement, along with such Party's rights and
obligations hereunder, in connection with the merger, consolidation or
acquisition of such Party or the sale of all or substantially all of its assets;
provided, that such acquirer agrees in writing to assume the obligations of such
Party under this Agreement and the Operating Rules.
15. Survival. Section 9 of this Agreement and Sections 3, 7, 8 and 9 of the
Operating Rules shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto as of the Effective Date.
GREEN DOT CORPORATION MERCHANT PROCESSING INTERNATIONAL, INC.
By: __________________________ By: ___________________________
Steven Streit Name:
Chief Executive Officer Title:
EXHIBIT A
FEES; COMPENSATION
[Confidential Pricing Information]