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Home My WebLink AboutMobilemoney, Inc.-Mobile ATM Agreement-11.23.2009 Mobile ATM Agreement THIS MOBILE ATM AGREEMENT (the"Agreement") is made this Q day ofA10 .4n21,Y, 2009 by and between; MOBILEMONEY Inc., 1115 Bluff Street, Waterloo, IA 50702 (MOBILEMONEY) and Aa l'.l!rkr0 (Proprietor): i. Proprietor is the owner and/or operator of the Desert Rocks Music Festival and incorporated herein by reference(the Event). Proprietor warrants that it has the legal authority to grant MOBILEMONEY the right to locate self- contained mobile Automatic Teller Machines(the Mobile ATMs)at the Event. ii. MOBILEMONEY is the owner/operator of the Mobile ATMs. iii. MOBILEMONEY desires to locate up to 2 Mobile ATMs at the Event and Proprietor is willing to permit MOBILEMONEY to locate the Mobile ATMs at the Event on the terms and conditions set forth herein. iv. Proprietor makes no representation or warranties with regard to the size of the attendance at the Event or the level of business that will be done by the Mobile ATMs. NOW,THEREFORE, it is agreed as follows: 1. Operating Privilege Proprietor hereby grants MOBILEMONEY the sole and exclusive right and privilege to place, position, operate, and maintain Mobile ATMs at the Event. 2. Exclusive Grant Proprietor shall not license or permit any other owner or operator of ATMs or Smart Card Devices to have access to the Event during the term of this Agreement, provided that the foregoing restriction shall not apply to permanent stationary ATMs existing at the Event prior to the effective date of this Agreement. 3. Term The Primary Term of this Agreement shall be for the duration of 3 Years(the initial term). Upon expiration of the Initial Term this Lease shall automatically renew for an additional period of three (3) years (a "Renewal Term") unless terminated by either party giving the other party written notice of intent not to renew at least one-hundred and eighty (180) days prior to the expiration of the Initial Term or any Renewal Term thereof. If any changes in state or federal rules, orders, regulations, ordinances, statutes, or laws governing ATM fees and/or surcharging occur during any term of this Agreement, MOBILEMONEY may terminate this Agreement upon 30 days written notice. 4. Changes to the Event The parties acknowledge that this Agreement applies to the annual Event independently of the physical location of the Event. Proprietor agrees to inform MOBILEMONEY of any changes to the physical location no later than sixty (60) prior to the commencement of the Event. 5. Placement of Mobile ATMs The exact placement of each Mobile ATM at the Event is set forth in Exhibit A attached hereto. For each Mobile ATM placed at the Event, Proprietor will make available; for any and all of the dates of such Event, one (1) electrical power outlet(110 Volt). 6. Advertising MOBILEMONEY reserves the right to place advertising on the Mobile ATMs placed at the Event with the prior consent of the Proprietor,which shall not be unreasonably withheld or delayed. 7. MOBILEMONEY Personnel Attendance At least five (5) MOBILEMONEY employees, representatives, or agents will be granted free admittance to the Event for the purpose of service,technical support and security of the Mobile ATMs. 8. Insurance Coverage MOBILEMONEY will carry commercial general liability insurance policy with a general aggregate of$5,000,000. Mobile ATM Agreement Page 1 of 3 9. Rent MOBILEMONEY agrees to pay Proprietor a license fee of eighty-five cents ($0.85)per surcharge cash withdrawal for approved withdrawals only. The rent payment will be issued by the 25th day of the month following the close of the previous month's activity. The surcharge fee will be set at$2.50. 10. Damage Limitation MOBILEMONEY SHALL NOT BE LIABLE FOR DAMAGES IN CONNECTION WITH THE MALFUNCTIONING, DEPLETION OF CASH RESERVES, PERSONAL INJURY, OR PROPERTY INJURY ASSOCIATED WITH OPERATING THE MOBILE ATMS. IN ADDITION, MOBILEMONEY SHALL NOT IN ANY EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR SIMILAR DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUES,LOSS OF DATA, OR FOR COVER AND THE LIKE,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES. 11. Indemnification Each party (the 'Indemnifying Party") shall indemnify, defend and hold harmless the other party and such parry's shareholders, directors, officers, employees, representatives, agents, successors and assigns (collectively the 'Indemnified Party"), and shall pay any and all damages, costs and expenses (including attorneys' fees) incurred by the Indemnified Party as a result of,or arising out of,claims,suits or demands of third parties for loss of life,personal injury and/or damage to real or tangible personal property, to the extent such loss or damage is caused by the negligence or willful misconduct of the Indemnifying Party. The indemnification obligations set forth herein are contingent upon the Indemnified Party providing the Indemnifying Party with prompt notice of any such claims and providing all reasonable assistance in the defense of such claims. The terms of this Section 10 shall survive the termination of this Agreement. 12. Waiver The failure of either Party to enforce at any time any provision of this Agreement or to exercise any right herein provided shall not in any way be construed to be a waiver of such provision or right and shall not in any way affect the validity of this Agreement or any part hereof, or limit, prevent or impair the right of such Party subsequently to enforce such provision or exercise such right. 13. Governing Law This Agreement shall be construed in accordance with the laws of the State of Iowa without regard to principles of conflicts of law. 14. Entire Agreement This Agreement, together with any exhibits, attachments, or amendments hereto, represents the entire understanding between the Parties with respect to the matters contained herein and may be amended only by an instrument in writing signed by the Parties hereto. 15. Exclusion of Warranties. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, MOBILEMONEY MAKES NO OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS AGREEMENT. MOBILEMONEY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 16. Notice Any notice required or permitted hereunder shall be in writing and may be given by personal service or by depositing same in the United States mail, first class postage prepaid, to the address of the Party receiving the notice as appears below or as changed through written notice to the other Party. MOBILEMONEY Inc./Jim Dwyer 1115 Bluff Street Waterloo,IA 50702 Mobile ATM Agreement Page 2 of 4 17. Binding Effect This Agreement is binding upon and inures to the benefit of the Parties and their respective successors, assigns, heirs, executors and/or administrators. Proprietor or MOBILEMONEY may not assign this Agreement without the prior written consent of the other Party,which consent shall not be unreasonably withheld. 18. Severability If any provision of this Agreement, or the applicability of such provision to any person or circumstance, shall be determined to be invalid by any court of competent jurisdiction, then such determination shall not affect any other provision of this Agreement, all of which provisions shall remain in effect and, if the provision is capable of being construed in two ways,one of which would render it valid,the provision shall have the meaning which renders it valid. 19. Validity and Enforceability Each party represents and warrants that the execution and delivery of this Agreement by it have been duly authorized by all actions required under the terms of the provisions of its governing instruments creates a legal, valid and binding obligation on such party. This contract supercedes any other contract or written document between the parties. IN WITNESS WHEREOF,the Parties hereto have executed this Mobile ATM Agreement on the date first above written. MOBI MONEY,Inc.: Proprietor: Aut'zed Signature uthorized Signature Jim Dwyer- Midwest Operations Manager t I lrv1..l V r , it)IL Q r Please Print Name& Title Please Print Name& Ti le 111 Date \ Date 1 Mobile ATM Agreement Page 3 of 4 EXHIBIT A PLACEMENT OF MOBILE ATMS 1. First(1st)preliminary Event: Date of first(1st)preliminary Event: Land based phone number: Include any prefixes(i.e. if a "9"needs to be included to obtain an outside line) Event contact: Preferred ATM placement(s): 1. 2. 3. 4. 5. 6. 2. Local police phone number 3. Address and directions to the event. Please attach a map if available. MOB MONEY, Inc.: Proprietor: A orized Signature Authorized Signature Jim Dwyer- Midwest Operations Manager `It(1rt, 4urk4e , Please Print Name& Title Please Print Name& Tit Li lt z3 cR ll /23 /OCL Date / Date Mobile ATM Agreement Page 4 of 4 I i i I