IAD Processing Agreement

You, the IAD, agree that you own and operate or plan to own and operate Automated teller machines ("ATM’s") to operate an ATM Business. ATMDepot.com, hereinafter "Company", is in the business of providing ATM equipment, ATM processing services, support, and ATM Business training for IADs and desires to engage Company to perform certain services as set forth herein. NOW, THEREFORE, in consideration of the foregoing Recitals and of the covenants and agreements hereinafter contained, it is hereby agreed as follows:

1. EQUIPMENT. If IAD purchases an ATM from ATMDepot.com, IAD agrees to place the ATM in a location as specified in the location information ("Premises") set forth in the ATM Operator Agreement.

2. AVAILABILITY. IAD agrees that the ATM shall remain available for use at the location and shall ensure customers have access to cash at the ATM during the location's regular business hours for the term of this Agreement. IAD further agrees to follow the Company’s suggested maintenance, system improvements, software upgrades, and other general maintenance as required by the network regulations.

3. TRANSACTION PROCESSING FEES. The Company’s ATM PROCESSING CENTER, hereinafter referred to as “APC,” agrees to pay IAD for each surcharged transaction made on the ATM. A “surcharge transaction” shall mean any cash withdrawal made from a cardholder’s account where a surcharge fee is collected. APC shall pay IAD 100% of the surcharge for each transaction that is subject to a surcharge. Commission payments are disbursed when the amount owed exceeds $25 in each calendar month. Such payments shall be made by APC directly to IAD via ACH between the 6th and 14th calendar day of the month following the month in which the transactions occurred. In March 2024, MasterCard began charging a transaction fee of $0.10, and in April 2025, NYCE began charging a transaction fee of $0.075 on all transactions that are subject to surcharging. These fees are considered network pass-through fees and are deducted from surcharged transaction amounts. The company may, in its sole discretion, waive these deductions for the IAD during the first six months of processing. However, the Company reserves the right to pass through any Network Fees, including, without limitation, the 2024 MasterCard and 2025 NYCE surcharge transaction fee, as well as any increases, changes, or adjustments to these or newly imposed fees by any ATM network or card brand. Any such fees shall be deducted on a pass-through basis. Fees may or may not be broken down on APC statements depending on the capability of their statement systems. IAD may increase surcharge fees to offset any fees imposed by the networks.

4. NETWORKS: COMPANY shall enroll IAD ATM in all necessary ATM networks to effectively accept customer ATM and PIN-based debit and credit cards. Networks include, but are not limited to, AFFN, Cirrus, CU24, Visa, MasterCard, Star, NYCE, The Exchange, Fiserv, and Pulse. The surcharge-free network Moneypass will not be added unless you specifically request it.

5. PROCESSING SERVICES. The COMPANY agrees to provide data processing services through its agreements with any ATM PROCESSING CENTER. In its sole discretion, unless specified by you, the IAD may select CDS, Switch, FIS/PAI, or DNS to process authorized ATM transactions. IAD agrees to accurately complete, or has accurately completed, the Operator Application and Agreement, and has completed and delivered or shall complete and deliver such other Documents as are required to facilitate the implementation and delivery of such processing services.

6. RECEIPT PAPER AND CASH REQUIREMENTS. IAD shall, at its cost and expense, maintain adequate receipt paper, which is available from the COMPANY, Amazon, or any other supplier. IAD agrees to maintain sufficient amounts of cash in the ATM at all times to accommodate normal, expected transaction usage.

7. COMMUNICATION AND ELECTRICAL REQUIREMENTS. IAD shall arrange for proper internet communication or purchase a wireless device and ensure they have access to one (1) dedicated operating electrical power outlet (110V). IAD may buy a wireless communication system from ATMDepot.com in lieu of using the location's internet connection to ensure ATM communications. IAD may consider using the location's Internet service provider (ISP) for communication; however, wireless is recommended. IAD shall arrange with each location the necessary electrical power requirements to plug in the ATM.

8. TERM. This Agreement shall be for a term of 1 year, unless amended or terminated by written agreement signed by both Company and IAD or terminated by Company in accordance with paragraph 11 below. Notwithstanding anything contained herein to the contrary, the Agreement will automatically renew for subsequent additional 3-year terms unless IAD provides written notice to the contrary ninety days before the end of the current term. IAD understands and agrees that any ATM added to their portfolio shall have independent terms and will require a separate Operator Agreement. Any new ATM added by IAD requires its own Operating Agreement with the term equal in length to the original term set forth but begins from the date of each new ATM installation.

9. WARRANTIES & REPRESENTATIONS OF IAD. IAD warrants and represents as follows: (a) It is the owner of an ATM Business or is in the process of starting an ATM business to own and operate ATM machines in its local area. (b) It is engaged in a lawful business and is duly licensed under the laws of the State, County, and City in which IAD and the ATM are located to conduct such business. (c) It has not been terminated by any financial institution for settlement or card transactions, nor has it been determined to violate Mastercard or Visa rules for conducting such business. (d) It has the authority to enter into this Agreement with Company, and that the person(s) signing for or on behalf of IAD are specifically authorized and directed to do so by IAD. (e) It has a plan to solicit local businesses and other premises to place ATMs for operating the ATM Business.

11. TERMINATION. This Agreement and all obligations of the Company hereunder may be canceled by the Company in the event IAD fails to comply with the terms of this Agreement. IAD may terminate this Agreement before the end of the then-current term for cause or breach, provided IAD gives Company 90 days' advanced notice to rectify such breach. Should the agreement be terminated, IAD agrees to pay Company any outstanding fees. Any unpaid charges are subject to debit from monthly commissions or ACH. IAD hereby authorizes Company to collect any unpaid balance due on the termination date by electronic fund transfer from IAD's clearing account.

12. ATTORNEY'S FEES. If legal action is instituted to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to costs, such sums as the court may adjudge reasonable for legal fees at trial and on any appeal therefrom.

13. COMPANY NOT FINANCE AGENT. IAD understands and agrees that Company is not an agent of any financing party for ATM or Wireless purchases, that it has no authority to act on behalf of any financing party, and that it is not authorized to waive or alter any term or condition of any Equipment (ATM or Wireless) obligation.

14. COMPANY'S LIMITED LIABILITY TO IAD.

a) The Company will use ordinary care in providing transaction processing services and will, at the Company's expense, correct any errors that are due solely to the Company's personnel. However, the expense of correcting such errors incurred by Company shall be the only responsibility of Company occasioned by its performance or non-performance of its obligations under this Agreement, and IAD agrees to accept the correction of errors by Company as its sole and exclusive remedy. IAD may not assert any claim against the Company after one (1) year from the date that IAD has or should have had knowledge of the facts giving rise to such claim or any loss.

b) Company shall have no liability to third parties for any damages incurred by such third parties arising out of the performance or non-performance of services under this Agreement. IAD agrees to and hereby shall indemnify and hold Company harmless from and against any and all liability, claims, causes of action or expenses relating thereto, including Company's attorneys' fees in connection therewith.

c) EXCEPT AS PROVIDED IN THIS PARAGRAPH 14, IAD UNDERSTANDS AND AGREES THAT COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITION OF THE ATM, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THE SERVICES RENDERED TO  IAD. COMPANY SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE FOR ANY LOST PROFITS OR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ADDITIONAL, OR PUNITIVE DAMAGES OF IAD, OR ANY OTHER LIABILITY ARISING OUT OF ANY BREACH OF THIS AGREEMENT.

15. INDEMNIFICATION. IAD shall indemnify Company and hold Company, and its officers, directors, employees, agents, and independent contractors, harmless of, from and against any and all claims, liabilities, costs, attorney's fees, losses or expenses, directly arising or resulting from the training, coaching, installation, use, maintenance, or removal of the ATM or the services covered by this Agreement accruing after the date hereof and/or from IAD's breach of this Agreement, except to the extent such claim, liability, cost, loss or expense, or a portion thereof arises directly from the gross negligence or willful misconduct of Company, its officers, agents, or employees. This provision shall survive the termination of this Agreement.

16. ASSIGNMENT. Company or IAD may assign this Agreement with Company's prior written consent. The Company reserves the right, in its sole discretion, to delegate or assign to third parties the performance of certain of the Company's servicing and settlement obligations to IAD. In the event of any such delegation, the provisions of this Agreement applying to the Company shall apply equally to such third party in the performance of such services, including, but not limited to, the limited liability, indemnification, and force majeure provisions hereof.

16a. ASSIGNMENT. It is understood and agreed that if IAD sells any ATMs associated with this agreement or its ATM Business, this agreement and each individual ATM Operator Agreement shall remain in force for the new ATM Operators throughout their remaining or renewed term.

17. FORCE MAJEURE. Neither party shall be considered in default in the performance of its obligation should its performance thereof be delayed or prevented by force majeure. "Force majeure" shall include, but shall not be limited to: hostilities, restraint of rules or peoples, revolution, civil commotion or riots, strike or lockout, epidemic, accident, fire,  flood, earthquake, wind storm or explosion, lack of or failure of transportation facilities, lack of or failure of power facilities, regulation or ordinance, demand or requirements of or denial of approval by any government or governmental agency having or claiming to have jurisdiction over the subject matter of this Agreement or the parties, or any act of God, or any act of government, or any cause, whether of the same or different nature existing or future, which is beyond the control and without the fault or negligence of the parties.

20. NETWORK CHARGEBACKS. IAD acknowledges that the Company does not process cash transactions, but rather that these are processed by the cardholder's financial institution or others. In the event any transaction or daily settlement amount is disputed by a cardholder's (customer's) financial institution or the processor and, as a result, charged back by that financial institution or processor, IAD hereby agrees to submit required ATM journals as proof of claim. IAD further authorizes and approves charging the amount of any such dispute, plus any assessed fees, directly to the IAD's clearing account, as identified in the ATM Depot ACH form or, the amount of any such dispute may, at Company's discretion, offset and reduce any transaction processing fees, daily settlements or remaining surcharge revenue due IAD under paragraphs 3 and 4 above. Notwithstanding, the Company shall exert reasonable efforts to assist in the resolution of any dispute.

18. TRADE SECRETS. The processing services provided by the Company consist, in part, of computer programs, procedures, forms, and other related materials that have been acquired, licensed to, or developed by the Company at substantial expense. IAD acknowledges that the foregoing are trade secrets which are of great value to the Company, and disclosure to others of any of the training programs, procedures, forms, and other related materials with respect thereto will result in loss and irreparable damage to the Company. IAD, therefore, agrees not to disclose to others any information regarding such process, except as required in the proper performance of this Agreement. All specifications, online programs, services, trademarks, and related material developed by or for Company in connection with this Agreement shall be the property of Company.

19. RELATIONSHIP OF PARTIES. It is not the intention or the purpose of this Agreement, nor shall any provision herein create, nor shall the same be construed as creating any type of partnership or joint venture of the parties hereto.

20. WAIVER. A waiver by either party of a breach of any provision of this Agreement shall not constitute a waiver or prejudice of the parties' rights to demand strict compliance with this Agreement and all its provisions.

21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto. There are no other promises, representations, terms, conditions, or obligations other than those contained herein. This Agreement supersedes all prior communications, representations, or agreements, oral or written, between the parties and shall not be modified except in writing signed by each party.

22. COUNTERPARTS. This Agreement may be executed in one or more counterparts, which counterparts shall together constitute one and the same instrument. An accurate and complete facsimile copy of this Agreement and any signature affixed hereto shall be legally effective for all purposes.

23. NOTICES. Any notices to be given under this Agreement shall be deemed adequate if given in writing and sent by certified or registered international mail, by recognized air courier, or by facsimile transmittal at a fax number known to be maintained by the party to whom notice is to be given, coupled with a copy of the fax confirmation sheet. Notice shall be deemed given when it is received.

24. MISCELLANEOUS. This Agreement shall bind and insure to the benefit of each of the parties and their successors, representatives, and heirs. This Agreement sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior discussions, understandings, and agreements. No waiver or modification of this Agreement shall be effective unless it is in writing and signed by the parties. This agreement shall be deemed to have been made in the State of California and shall be governed by its laws. No provision of this Agreement shall be interpreted or construed against any party because such party or its legal counsel was the drafter thereof. If any part of this Agreement is held invalid or unlawful by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties have executed this Agreement as of the day and year indicated above.