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MA.. 2 7 2012
<br />N-2012-027
<br />CARDFLEX, INC
<br />PREPAID DISTRIBUTION AGREEMENT
<br />s
<br />THIS DISTRIBUTION AGREEMENT (this "Agreement") dated this day of MLiFZ"'I7 2012 (the "Effective Dale") is made by and
<br />between CardFlex, Inc., a California Corporation duly organized and existing under aid by virtue�o�-(he la sof the State of California, having its principal place of
<br />business at 2900 Bristol St, Bldg F, Costa Mesa, CA ("CardFlex") and ( "-w CISYl�ri AYIG located at
<br />1.2(� e y C C r Vlj M- 3C,_ Aj2ir ("City"). City and CardFlex are
<br />WHEREAS, CardFlex provides identification card, prepaid card accounts, payroll card, funds disbursement and related goods and services (the "CardFlex
<br />Services"); and
<br />WHEREAS, CardFlex is a registered Agent of Issuing Bank, and is licensed to issue stored value cards under a proprietary payment system developed
<br />by CardFlex (the "CardFlex Card" and together with the payment system, the "CardFlex Program"), that are the subject of this Agreement; and
<br />WHEREAS, City believes its residents may benefit by utilizing the CardFlex Card and CardFlex Program; and
<br />WHEREAS, City desires to provide an opportunity for its residents to obtain the CardFlex Card and CardFlex Program; and
<br />WHEREAS, CardFlex believes that its business could benefit from City services; and
<br />WHEREAS, the Parties desire a relationship that allows City to receive from its interested Customers, and transmit to CardFlex sign-up information
<br />applications and application fees (if applicable) for the CardFlex Cards issued by CardFlex and related card services included in the Card Program;
<br />NOW, THEREFORE, for good and valuable consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are
<br />hereby acknowledged, the Parties agree as follows:
<br />1. City Appointment. Acting upon authority granted to it by Issuing Bank, as well as on its own behalf, CardFlex hereby appoints City and those
<br />Customers (if any) of City that elect, by agreement with City, to participate (collectively, "City") as CardFlex's Customer to provide services as set forth in Section
<br />2 ofthis Agreement (the "Customer Services') during the term of this Agreement described in Section 5 of this Agreement.
<br />Customer Services. To the extent and where permitted by applicable law, the following are the Customer Services to be provided by City:
<br />(a)(i) City will make available to its Customers, access to stored value cards issued by Issuing Bank pursuant to the CardFlex system. City will use commercially
<br />reasonable efforts to make available marketing information consisting of information and such other materials approved by CardFlex and approved by City,
<br />("CardFlex Marketing Materials") about the CardFlex Cards and the services related to the CardFlex Cards and such other marketing materials supplied by CardFlex,
<br />in its sole discretion.
<br />(b) City will, upon request of its Customers, accept, for transmission to CardFlex, applications and the corresponding Customer Data (as hereinafter defined) from
<br />the Customers for the CardFlex Card and the CardFlex Services ("Customers").
<br />(c) Applicant Form. City's transmission of the Customer Data for CardFlex will also be in accordance with the Applicant Forth currently in use by CardFlex.
<br />(d) City may use CardFlex's name, trade names, trademarks, service marks, and logos as necessary or reasonably appropriate to advertise and promote the Customer
<br />Services. CardFlex may use City's name, trade names, trademarks, service marks, and logos as with the prior written approval of the City, to advertise and
<br />promote the Customer Services. The Parties shall limit such usage in programs and placement, which have been previously approved in writing by both Parties.
<br />(e) City may provide, to all or some of it's Customers, or may have all or some of it's Customers sign, an acknowledgement that the CardFlexCards are being issued
<br />only by Issuing Bank and CardFlex, that City is not responsible in any manner for the CardFlex Cards or any of the CardFlex Services, and that City is only serving
<br />as an distributor to receive for transmission and to transmit to CardFlex sign-up information applications and application fees (if applicable) for stored value cards
<br />issued by Issuing Bank for CardFlex and to receive for transmission and to transmit to CardFlex voluntary- payments from City Customers to add or "load" value
<br />on their cards.
<br />3. Consideration to City. City shall receive fifteen per -cent (15%) of the net revenue derived from all income received from Customer referred by
<br />City to CardFlex. Net revenue is defined as all transaction fees, interchange fees, and other fees less all processing fees.
<br />The Parties' Additional Rights and Responsibilities.
<br />(a) As between CardFlex and Issuing Bank, on the one hand, and City, on the other hand, CardFlex will be solely responsible, alone or through contracts with third
<br />parties, for the determination of the Customers to whom or which CardFlex Cards are issued, for the issuance of the CardFlex Cards, for the provision of all CardFlex
<br />Services it provides to the Customers, and for the production and delivery of numbered accounts, reports, invoices, and statements to, and its relationship with, the
<br />Customers. This responsibility includes (without limitation) responding to and satisfying any Customers complaints regarding the availability and quality of the
<br />CardFlex Cards and the CardFlex Services.
<br />(b) CardFlex will, at City's expense, deliver to City a sufficient quantity of CardFlex Marketing Materials as may be necessary for City to perform the City marketing.
<br />City orders shall be sent to the address of CardFlex set forth below. CardFlex will deliver the ordered marketing materials by (i) personal delivery, (ii) mail, or
<br />(iii) prepaid overnight express delivery service or same-day local courier service within seven Business Days after City's order. Method will be at City's request and
<br />expense. CardFlex will assist City with all reasonable instructions of City's employees in marketing and processing applications for the CardFlex Cards, the
<br />CardFlex Services, Customer Data and Customer Payments. CardFlex will also provide a toll-free telephone number by which City's employees may pose questions
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