Exhibit
10.19


 






***  Where this marking appears throughout this Exhibit 10.19,
information has been omitted pursuant to a request for confidential treatment;
a complete copy of this agreement has been filed separately with the Securities
and Exchange Commission.


 


EXECUTION COPY


 


FOURTH AMENDED AND RESTATED 

INDEPENDENT AGENCY AGREEMENT


 


THIS
FOURTH AMENDED AND RESTATED INDEPENDENT AGENCY AGREEMENT (this “Agreement”)
is entered into as of the 2nd day of June, 2008, to be effective as set forth
in Section 37 below, by and between ACE Cash Express, Inc., a Texas
corporation (“ACE”), and NetSpend Corporation, a Delaware corporation (“NetSpend”).
ACE and NetSpend are collectively referred to in this Agreement as the “Parties.”


 


WHEREAS,
ACE offers financial products and services to its customers, both through
neighborhood brick and mortar store fronts (“Stores”) and through its
website on the internet (the “ACE Website”);


 


WHEREAS,
NetSpend is a processor and program manager for certain prepaid debit cards
issued by the Issuing Banks (as hereinafter defined), using NetSpend’s
proprietary technology, business methods, services, and processes that are
together used to facilitate the activation, reload, sale, use, reporting and
regulatory compliance related to such prepaid debit cards (the “NetSpend
System”);


 


WHEREAS,
the Parties have entered into that certain Third Amended and Restated
Independent Agency Agreement, dated as of January 1, 2004 (as amended to
date, the “Prior Agreement”), which provides for, among other things,
ACE and certain of its or its affiliates’ franchisees to act as independent
agents (i) to receive for delivery to NetSpend sign-up information and
applications for prepaid debit cards that are distributed, sold and serviced by
NetSpend (“NetSpend Cards”), (ii) to provide for the reloading of,
or the withdrawal of value from, NetSpend Cards via point-of-sale swipe
transactions, (iii) to deliver to the Issuing Bank application fees for
NetSpend Cards and funds tendered by customers to ACE for the purpose of
reloading NetSpend Cards and (iv) to offer to its customers certain other
services related to the NetSpend Cards as set forth therein;


 


WHEREAS,
the Parties desire to enter into this Agreement in order to amend and restate
the Prior Agreement in its entirety.


 


NOW,
THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:


 


1.                                       Agency Appointment.  NetSpend hereby appoints ACE, and those
franchisees (if any) of ACE or any of ACE’s affiliates that (i) elect, by
agreement with ACE, to participate and who are approved for participation by
NetSpend, as NetSpend’s independent agent to provide retail agent services as
set forth in Sections 2 and 4 (the “Agent Services”) during the term of
this Agreement and (ii) execute and deliver to NetSpend an agreement, in
form and substance reasonably satisfactory to NetSpend, pursuant to which such
franchisee becomes entitled to the same rights and subject to the same
responsibilities as are applicable to ACE with respect to its provision of the
relevant Agent Services hereunder.  In
addition, the Parties acknowledge and 


 

















 






*** Confidential Treatment Requested


 


agree that NetSpend, ACE
and the issuer of any NetSpend Cards subject to this Agreement (any such
issuer, the “Issuing Bank”) shall enter into a Third Party Agency
Agreement setting forth certain obligations among the parties thereto (any such
agreement, the “Bank Agreement”). 
It is acknowledged and agreed that MetaBank, a federally chartered
savings association (“Meta”), is currently the issuer of the NetSpend
Cards offered in ACE locations pursuant to this Agreement.  The Parties acknowledge that certain terms of
ACE’s appointment as an agent for the Issuing Bank shall be governed and
administered pursuant to the terms of this Agreement and that any rights and
obligations imposed upon either of the Parties under the Bank Agreement shall
be supplemental to and not in lieu of (and shall not supersede) those imposed
under this Agreement.  It is also
acknowledged that the Issuing Bank is a third-party beneficiary of certain
rights granted under this Agreement to NetSpend in certain circumstances.  Except as otherwise expressly provided in the
Bank Agreement, such limited grant of third party rights to the Issuing Bank
under the Bank Agreement shall not be deemed to impose upon the Issuing Bank
any of the obligations of NetSpend under this Agreement, and ACE agrees that,
except as otherwise provided in the Bank Agreement, its exclusive remedy upon
any breach of this Agreement by NetSpend shall be to seek redress from NetSpend
or its successors in the manner provided by law and this Agreement. NetSpend
and ACE are subject to supervision, examination and regulation as provided by
applicable federal and state law and regulations, as in effect from time to
time, as well as any applicable commitments under contracts to which either
such Party is a party from time to time. 
With respect to any franchisee of ACE or any of its affiliates that
elects in accordance with this Section 1 to participate as NetSpend’s
independent agent to provide the Agent Services, ACE shall inform such
franchisee of its obligations to NetSpend hereunder.


 


2.                                       Agent Services.  To the extent and where permitted by
applicable law and during the term of this Agreement, ACE shall provide the
following Agent Services at the Participating Stores (as hereinafter defined)
during their normal business hours:


 


(a)                            make available to its customers applications
for NetSpend Cards, accept applications for NetSpend Cards for delivery to
NetSpend, accept corresponding application fees from customers, and issue
Temporary Cards (as hereinafter defined);


 


(b)                           receive for delivery to the Issuing Bank
voluntary payments from customers, in the form of cash only, to add or “load”
funds to the accounts associated with their NetSpend Cards via point-of-sale
swipe transactions (“Card Payments”);


 


(c)                            permit customers to withdraw funds from the
accounts associated with such customer’s NetSpend Cards via point-of-sale swipe
transactions (“Cash Withdrawals”);


 


(d)                           make available to, and accept applications
from, customers to enroll or participate in programs or features with respect
to the NetSpend Cards as NetSpend and ACE shall mutually agree upon from time
to time, which shall include, without limitation, (i) enrollment in the
direct deposit program offered by NetSpend with respect to the NetSpend Cards
and (ii) the marketing and sale of NetSpend Cards that shall be marketed
by ACE as “gift” and “payroll” cards; and


 


(e)                            maintain a link on the ACE website (the “ACE
Website Link”), and


 


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otherwise
engage in such marketing as ACE shall determine, to direct ACE customers to a
website operated and maintained by NetSpend (the “ACE/NetSpend Acquisition
Website”) where such customers shall be able to apply for and, if approved,
obtain a NetSpend Card from NetSpend. The content, style and placement of the
ACE Website Link shall be determined by ACE in its sole discretion.  NetSpend shall develop the ACE/NetSpend
Acquisition Website with the cooperation of ACE and subject to the approval of
ACE, which shall not be unreasonably withheld. 
The ACE/NetSpend Acquisition Website shall have the “look and feel” of
an ACE website, though the NetSpend name, logos, trademarks, tradenames and
other intellectual property may also appear.


 


3.                                       Store Locations.  ACE agrees to offer the Agent Services in
substantially all of the Stores owned by ACE (“Owned Stores”).  Notwithstanding the foregoing, it is
understood and agreed that ACE shall only be obligated to offer the Agent
Services in any of its locations that are (a) in states of the United States
(including, without limitation, the District of Columbia) in which each of ACE
and NetSpend has applied for and obtained all necessary licenses, permits, and
other authorizations to offer and issue the NetSpend Cards and provide the
Agent Services and may issue the NetSpend Cards and provide the Agent Services,
as applicable, in compliance with all applicable laws, (b) electronically
connected with ACE’s central servers at or for ACE’s headquarters without any
network impediment to performing the services required by ACE under this
Agreement, and (c) not prohibited from offering the Agent Services by the
lease or sublease for the location.  ACE
will also use commercially reasonable efforts to make available to its
franchisees, and the franchisees of any of its affiliates, an opportunity to
make the NetSpend Cards available at the franchisees’ retail locations as
NetSpend’s independent agent under this Agreement.  The Owned Stores, together with any stores
operated by franchisees of ACE or its affiliates that elect, by written
agreement with ACE, to make the NetSpend Cards available are individually
referred to herein as a “Participating Store” and collectively as the “Participating
Stores.” ACE acknowledges and agrees that each Participating Store’s participation
in the distribution of NetSpend Cards will be subject to compliance with the
requirements outlined in NetSpend’s Distributor Manual, which has been or will
be provided to ACE, and subject to NetSpend’s normal distributor due diligence
and risk management processes.


 


4.                                       Additional Responsibilities of ACE.  The following are also Agent Services to be
performed:


 


(a)                            For any transaction involving the Agent
Services in a Participating Store, the full amount of each Customer Fee (as
hereinafter defined), each Card Payment and each Cash Withdrawal at any
Participating Store (collectively, “Customer Transactions”) will be
recorded in the Participating Store-based computer and communicated to a
central computer located at ACE’s corporate office and electronically reported
by ACE to NetSpend.


 


(b)                           ACE will electronically communicate to
NetSpend the information obtained from the customers at the Participating
Stores for the purchase of NetSpend Cards or any of the other NetSpend
Services.  Such information shall consist
of the customer’s name, address, telephone number, social security number and
date of birth (collectively, “Customer Data”). ACE will use its
commercially reasonable efforts to ensure that the Customer Data is accurately
and properly reported.  ACE will comply
with its Safeguarding Customer Information Policy, as in


 


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*** Confidential Treatment Requested


 


effect
from time to time (the “Privacy Policy”), in connection with its
receipt, disclosure and use of any Customer Data.  ACE has previously provided to NetSpend a
copy of the Privacy Policy as in effect on the date hereof and will notify
NetSpend in writing of any material change to the Privacy Policy.


 


(c)                            Upon ACE’s processing of any and all Customer
Transactions, ACE shall give the customer a standard receipt, which shall
indicate the amount, date and type or types
of Customer Transactions (i.e., Customer
Fees, Card Payments, and/or Cash Withdrawals), and shall indicate a toll-free telephone number for NetSpend (supplied
to ACE by NetSpend) by which the Customer may contact NetSpend.


 


(d)                           Upon request of a customer at a Participating
Store who has completed an application for a NetSpend Card, paid the required
Customer Fee and made a Card Payment, and upon information from NetSpend that
the customer’s application for a NetSpend Card has been accepted by NetSpend,
ACE will provide the customer with a temporary blank NetSpend Card (“Temporary
Card”) that the customer may then use until NetSpend provides a permanent
personal NetSpend Card to the customer.


 


(e)                            At NetSpend’s request, ACE will discuss with
NetSpend making certain Owned Stores available from time to time for purposes
of market testing improved NetSpend Cards and NetSpend Services or for purposes
of objectively testing consumer response to pricing or other changes to
existing NetSpend Cards and NetSpend Services.


 


(f)                              ACE shall not, as a precondition to a customer
“loading” funds onto a NetSpend Card, require such customer to obtain any card
issued by ACE, whether such card provides  loyalty
benefits to the customer or otherwise.


 


5.                                       Responsibilities of NetSpend.


 


(a)                            NetSpend will at its own expense prepare and
deliver to ACE a sufficient quantity of marketing materials relating to the
NetSpend Cards (which shall include, at a minimum, the marketing materials
provided by NetSpend to ACE immediately prior to the Effective Date, including,
without limitation, as requested by ACE, those set forth on Schedule 4
hereto) and a sufficient number of Temporary Cards as may be necessary for ACE
to perform the Agent Services at each of the Participating Stores.  The marketing materials shall be delivered by
means of bulk deliveries to such ACE personnel per district or region of
Participating Stores as shall be designated by ACE.  The Temporary Cards shall be delivered
directly to the Participating Stores. 
ACE shall have no responsibility to NetSpend for any lost or stolen
Temporary Cards or marketing materials necessary for ACE otherwise to perform
the Agent Services.  ACE may order
additional Temporary Cards from NetSpend to adequately fill requests from
customers.  Orders placed by ACE may be
canceled by ACE at any time.  NetSpend
will at its own expense deliver the ordered Temporary Cards within ten (10) Business
Days (as hereinafter defined) after ACE’s order.


 


(b)                           Following the time that an application for a
NetSpend Card is submitted by ACE to NetSpend, NetSpend will process the
request and inform ACE whether or not such


 


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customer
has been approved to receive a NetSpend Card. 
In the event such customer is approved, ACE will provide such Customer
with a Temporary Card, and NetSpend shall thereafter deliver to such customer a
permanent NetSpend Card.  NetSpend will
deliver such NetSpend Card to the address indicated on such Customer’s
application within ten (10) Business Days after an application is made
available to NetSpend.


 


(c)                            NetSpend will establish (without the need for
any consent or approval of ACE) the fees it charges and receives from customers
related to NetSpend Cards and the services related thereto (the “NetSpend
Services”), except to the extent such fees constitute Customer Fees charged
by ACE for which authority to determine the amount of such fee has been granted
to ACE pursuant to Schedule 2 hereto. 
NetSpend will, however, provide ACE at least thirty (30) days’ prior
written notice of any change in the fees it charges to customers.


 


(d)                           NetSpend shall develop, operate and maintain
the ACE/NetSpend Acquisition Website in accordance with Section 2(e).  NetSpend shall additionally develop, operate
and maintain a website dedicated to servicing its customers, including, without
limitation, the customers of ACE that purchase NetSpend Cards through the
ACE/NetSpend Acquisition Website or otherwise (the “NetSpend Service Website’).  NetSpend shall have the right to make changes
to the NetSpend Service Website from time to time in its sole discretion
without the consent of ACE.


 


(e)                            At the request of ACE, Netspend shall, through
a joint initiative of NetSpend and ACE, issue to all full-time employees of ACE
who choose to open a “NetSpend Direct Account” a NetSpend Card (containing at
least such functionality as is provided on NetSpend Cards offered at
Participating Stores on the Effective Date) without requiring such employees to
pay any application or other fee (other than NetSpend ATM fees) for such
NetSpend Card (each, an “ACE Employee Account” and such program, the “ACE
Employee Account Program”).  As part
of the NetSpend Services for the ACE Employee Account Program, NetSpend shall
also perform the services set forth on Schedule 5 hereto.  For the avoidance of doubt, the NetSpend
Cards obtained by ACE employees pursuant to the ACE Employee Account Program
that are tied to a “NetSpend Direct Account” shall be deemed to be ACE/NetSpend
Cards (as defined in Schedule 3 hereto) for the purposes of calculating
the NetSpend Fees payable to ACE in accordance with Section 6(b) and Schedule
3 hereto.  ACE will make available to
all of its full-time employees, in jurisdictions where the ACE Employee Account
Program is offered, all marketing, disclosure and enrollment materials prepared
and provided by NetSpend, and approved by ACE, for the ACE Employee Account
Program.  With respect to the ACE
Employee Account Program, ACE shall be solely responsible for compliance with
all federal, state and local laws, rules and regulations relating to
payroll, compensation and employment matters. 
Upon the mutual agreement of the Parties, the ACE Employee Account
Program may be provided by an affiliate of NetSpend offering payroll card
services.


 


(f)                              NetSpend shall maintain and provide to ACE on
a monthly  basis (or such other
interval of time as specified in Schedule 6 or as the Parties shall
agree in writing) standard and customized reports containing the information
set forth in Schedule 6 hereto relating to the issuances of ACE/NetSpend
Cards and the provision of NetSpend Services (as hereinafter defined) to
customers holding ACE/NetSpend Cards; provided, however, that
prior to the date


 


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that
is six (6) months from Effective Date, NetSpend shall only be obligated
under this Section 5(f) to provide such reports as specified in Schedule
6 as NetSpend was obligated to provide under the Prior Agreement.  Schedule 6 may be updated from time to
time to include additional reports as agreed to by the Parties.


 


(g)                           As between NetSpend and the Issuing Bank, on
the one hand, and ACE, on the other hand, NetSpend will be solely responsible,
alone or through contracts with third parties, for the determination of the
customers to whom or which NetSpend Cards are issued, for the issuance of the
NetSpend Cards, for the provision of all NetSpend Services and for the
production and delivery of numbered accounts, reports, invoices, and statements
to, and its relationship with, customers. 
This responsibility of NetSpend and the Issuing Bank includes, without
limitation, responding to and satisfying any customers’ complaints regarding
the availability and quality of the NetSpend Cards and the NetSpend
Services.  In addition, NetSpend will use
commercially reasonable efforts to comply with the service requirements set
forth on Schedule 7 attached hereto.


 


6.                                       Fees.


 


(a)                            ACE shall charge customers the service fees
for the Agent Services as set forth in Schedule 2  hereto (collectively, the “Customer Fees”).  The Customer Fees shall be allocated between
ACE and NetSpend as set forth in Schedule 2 hereto and shall be
transmitted by ACE to the Issuing Bank on behalf of NetSpend (to the extent of
NetSpend’s portion of such Customer Fees) in the manner set forth in Schedule
1 hereto.


 


(b)                           NetSpend agrees to pay to ACE additional fees
(the “NetSpend Fees”) with respect to Agent Services provided by ACE on
the terms and conditions set forth in Schedule 3 hereto.  The NetSpend Fees shall be transmitted to ACE
in the manner set forth in Schedule 1 hereto.


 


7.                                       Exclusivity.


 


(a)                            ACE agrees that, except as set forth in this
Agreement, neither ACE nor any direct or indirect subsidiary of ACE shall, by
itself or in conjunction with others, directly or indirectly, during the term of
this Agreement ***.  ACE agrees that
neither ACE nor any direct or indirect subsidiary of ACE shall, by itself or in
conjunction with others, directly or indirectly, during the term of this
Agreement ***.  The restrictions
contained in this Section 7(a) shall not apply to ***.


 


(b)                           Notwithstanding the provisions of Section 7(a) or
anything to the contrary in this Agreement, in the event that, at any time
during the term of this Agreement, ACE desires to ***, ACE shall notify
NetSpend of ***.  Following its receipt
of ***, NetSpend shall notify ACE, within *** days of the receipt of ***.  In the event that NetSpend notifies ACE of
***, NetSpend shall, in the *** day period thereafter, ***.  In the event that ***, Section 7(a) shall
no longer apply to ***.


 


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8.                                       Marketing; Card Branding.


 


(a)                            ACE will make available in its Participating
Stores marketing information as set forth on Schedule 4 hereto and such
other materials supplied by NetSpend and approved by ACE, in its sole
discretion.  NetSpend agrees that ACE
shall be entitled to develop and market NetSpend Cards with such card
appearance, including skin design and designation or brand as shall be created
by ACE (which shall include, without limitation, NetSpend Cards designed and
branded as “ACE” cards).  NetSpend shall
assist ACE with the design and production of such NetSpend Cards and shall
facilitate the distribution of NetSpend Cards with such skin designs to customers
who have purchased a NetSpend Card at a Participating Store or on the
ACE/NetSpend Acquisition Website.  As
between ACE and NetSpend, NetSpend acknowledges and agrees that ACE shall
retain the ownership rights in the skin design of any NetSpend Card conceived
of and created by ACE (with the assistance of NetSpend as set forth above) and
shall retain the ownership rights for its previously developed card skin
designs set forth on Schedule 8 hereto. 
Schedule 8 hereto may be updated from time to time by the Parties
to include additional card skin designs conceived of and created by ACE as set
forth above.  As between ACE and
NetSpend, ACE acknowledges and agrees that NetSpend shall retain the ownership
rights in any other skin design created in connection with the development of
any ACE/NetSpend Card or otherwise and that NetSpend retains the right and
discretion to use for any purpose any such skin design. Any card skin design,
designation or brand developed or produced by ACE containing NetSpend’s, the Issuing
Bank’s and/or the applicable bank card association’s trade name, trademarks or
other intellectual property rights must be approved in writing by NetSpend,
such consent not to be unreasonably withheld.


 


(b)                           NetSpend agrees that it shall ***.


 


(c)                            NetSpend and ACE agree that they shall
continue, as mutually agreed by the Parties in a manner consistent with past
practice, ***.


 


9.                                       Training.  As mutually agreed, ACE and NetSpend shall
schedule and conduct information and training seminars or sessions for such ACE
personnel as is necessary to enable such ACE personnel to train its store-level
employees in marketing and processing applications for the NetSpend Cards and
in providing all of the other Agent Services. 
If such a seminar or session is scheduled and conducted, ACE will be
responsible for having the designated personnel attend the seminar or session,
and NetSpend will be responsible for the cost of the facilities for, and for
the expenses of its personnel to conduct, the seminar or session, the location
and details of such seminar or session to be mutually agreed by the Parties.
NetSpend will also make available to ACE the toll-free telephone number
NetSpend dedicates to its distributors by which ACE’s employees may pose
questions directly to NetSpend and will take such other actions as are
reasonably necessary to keep ACE informed of news and developments related to
the NetSpend Cards and the products and services offered by NetSpend related
thereto.


 


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10.                                 Deposit and Transmission Procedures.


 


(a)                            ACE acknowledges and agrees that ACE will
receive Card Payments from customers for the express purpose of delivering such
funds to the Issuing Bank so that they may be deposited to the accounts
associated with their NetSpend Cards. The Card Payments will not be used for,
or deposited by ACE in connection with, any operating or general purpose
account of ACE or otherwise treated as property of ACE.  It is understood and agreed that the Card
Payments are being deposited in an account maintained by the Issuing Bank for
NetSpend customers, and that ACE does not maintain any account in respect of
the Card Payments.  ACE shall be liable
to NetSpend for all Card Payments and NetSpend’s portion of any Customer Fees
associated with Agent Services provided at Participating Stores. The deposit
and transmission of all funds in connection with this Agreement, including ACE’s
acceptance and remittance of Card Payments on behalf of the customers, and its
remittance of NetSpend’s portion of any Customer Fees, will be in accordance
with Schedule 1 hereto.


 


(b)                           ACE may provide to all or some of the
customers, or may have all or some of the customers sign, an acknowledgement
that the NetSpend Cards are being issued only by the Issuing Bank and NetSpend,
that ACE is not responsible in any manner for the NetSpend Cards or any of the
other products and services provided by NetSpend and/or the Issuing Bank.


 


(c)                            In connection with the Agent Services, ACE
will act in the capacity of a “messenger service” as defined in 12 CFR §
7.1012, as amended from time to time, for payments or other items intended for
delivery to the Issuing Bank.


 


11.                                 Intellectual Property.


 


(a)                            ACE may use NetSpend’s name, trade names,
trademarks, service marks, drawings, logos, symbols and other indicia of origin
as provided to ACE by NetSpend (“NetSpend Marks”) as necessary or
reasonably appropriate to advertise and perform the Agent Services and any of
its other obligations under this Agreement. 
NetSpend may use ACE’s name, trade names, trademarks, service marks,
drawings, logos, symbols and other indicia of origin as provided to NetSpend by
ACE (“ACE Marks” and, together with the NetSpend Marks, the “Marks”)
as necessary or reasonably appropriate to advertise and promote the Agent
Services and to perform any of its other obligations under this Agreement.  Nevertheless, each Party shall limit such
usage to programs and placements that have been previously approved in writing
by the other Party. ACE and NetSpend each own all right, title and interest in
and to their respective Marks, along with all related intellectual property
rights and associated goodwill.  A Party
will comply with the guidelines and procedures established by the other party
with respect to its use of such Party’s Marks and will otherwise cooperate and
agree upon the details of such identification. 
A Party will not modify or alter the other Party’s Marks and will
include an appropriate trademark notice (e.g., ® or TM, as the case may be) with
each use of any of such Marks.  Neither
Party will adopt brands, logos, trademarks, trade name or other marks which are
the same as or confusingly similar to the Marks of the other Party.  In no event and under no circumstances shall
a Party use the other Party’s Marks in any manner that is derogatory, negative,
likely to confuse a third party as to source of goods or services, or otherwise
injurious to the other Party, as determined by the other Party in its sole
discretion.  Upon expiration or earlier
termination of this Agreement, each


 


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Party
will immediately cease all display, advertising and use of all Marks of the
other Party.


 


(b)                           No right, title or interest in, to or under
any existing copyright, patent, trademark or trade secret (collectively, the “Existing
Proprietary Rights”) of any Party are created or assigned or otherwise
transferred to the other Party pursuant to this Agreement.  Nothing in this Agreement constitutes a work
for hire agreement, and nothing in this Agreement constitutes an agreement by a
Party to assign or otherwise convey title to any Existing Proprietary Rights to
the other Party.  Each Party will retain full
ownership of and title to all equipment, materials, hardware, software,
inventions, innovations and other tangible and intangible property provided by
or developed by such Party in connection with this Agreement.  As between ACE and NetSpend, NetSpend will
own the NetSpend Cards, any information and data associated with account
activity of customers, the NetSpend System and any modifications, enhancements
and derivative works of the foregoing and any intellectual property rights
related thereto.


 


12.                                 Refunds; Reversals; Adjustments.  Any reversal or adjustment by ACE to any
receipt of funds by ACE for remittance to the Issuing Bank (an “Adjustment”)
will be effective only when both of the following have occurred: (a) such
Adjustment is communicated electronically to NetSpend and (b) NetSpend has
confirmed electronically its receipt of such Adjustment and its approval of
such Adjustment.  Upon receipt by
NetSpend of an electronic communication by ACE of an Adjustment, NetSpend will
immediately acknowledge receipt electronically and approve or disapprove such
Adjustment.  NetSpend shall be entitled
to disapprove an Adjustment only if it has already paid a mistaken amount on a
NetSpend Card.  ACE acknowledges that it
is obligated for any mistake in any financial data or funds delivered by ACE to
the Issuing Bank and/or NetSpend (as applicable) pursuant to this Agreement
which requires Adjustment at all times prior to the time NetSpend acknowledges
receipt of and approves (or is deemed to have acknowledged receipt of and
approved) the Adjustment in question. 
After ACE electronically communicates any Adjustment to NetSpend and
NetSpend acknowledges and approves (or is deemed to have acknowledged and
approved) the Adjustment, ACE will have no further obligation relating to any
payment made on that NetSpend Card in a mistaken amount or otherwise for any
liability or cost of NetSpend and/or the Issuing Bank relating to the data or
funds subsequently adjusted.  If NetSpend
disapproves an Adjustment in accordance with this Section 12, then ACE
will be obligated for that mistake in any financial data or funds delivered or
communicated by ACE to the Issuing Bank and/or NetSpend pursuant to this
Agreement for which the Adjustment was disapproved.  ACE agrees that it shall remit to the Issuing
Bank the full amount of funds received by ACE (except for ACE’s portion of any
Customer Fees) in accordance with Schedule 1; and the Parties agree that
any Adjustment with respect to the actual amount of funds received by ACE will
be reconciled within one Business Day after the Adjustment is communicated by
ACE.


 


13.                                 Representations and Warranties of NetSpend.  NetSpend represents, warrants, and covenants
to ACE that, to the extent related to the NetSpend Cards and the services
offered and provided by NetSpend to customers and otherwise related to the
performance of its obligations under this Agreement and the Prior Agreement, (a) it
is in compliance in all material respects with all federal, state, and local
laws and regulations, as well as any applicable orders, rules, agreements, and
settlements to which NetSpend is a party, relating to the activities
contemplated by this Agreement and the Prior Agreement; (b) any and all
licenses, permits, and other


 


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authorizations required by
federal, state, and local laws (collectively, the “NetSpend Authorizations”)
have been obtained, are in full force and effect, and are valid under
applicable federal, state, and local laws; (c) the continuation, validity,
and effectiveness of all the NetSpend Authorizations shall not be impaired or
adversely affected by the terms hereof; and (d) it will maintain the
effectiveness of all of the NetSpend Authorizations, or obtain new or
additional NetSpend Authorizations, as necessary to permit it to perform its
obligations under this Agreement.


 


14.                                 Representations and Warranties of ACE.  ACE represents, warrants, and covenants to
NetSpend that, to the extent related to the Agent Services under this Agreement
and the Prior Agreement, (a) it is in compliance in all material respects
with all federal, state, and local laws and regulations, as well as any
applicable orders, rules, agreements, and settlements to which ACE is a party,
relating to the activities contemplated by this Agreement and the Prior
Agreement; (b) any and all licenses, permits, and other authorizations
required by federal, state and local laws (collectively, the “Agent
Authorizations”) have been obtained, are in full force and effect, and are
valid under applicable federal, state, and local laws; (c) the
continuation, validity, and effectiveness of all of the Agent Authorizations
shall not be impaired or adversely affected by the terms hereof; and (d) it
will maintain in effect the Agent Authorizations, or obtain new or additional
Agent Authorizations, as necessary to permit it to perform its obligations
under this Agreement.


 


15.                                 Representations and Warranties of Each of the Parties.  Each Party represents and
warrants to the other as of the Effective Date:


 


(a)                            Such Party is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in
which it is organized, is duly qualified and in good standing as a foreign
corporation in every state in which the character of its business requires such
qualification (except where the failure to obtain such foreign qualification
would not have a material adverse effect on such Party’s business) and has the
power to own its property and carry on its business as now conducted.


 


(b)                           The execution and delivery by such Party of
this Agreement, the consummation by such Party of the transactions contemplated
hereby and the compliance by the such Party with the terms of this Agreement,
(i) are within such Party’s power and authority and (ii) have been
duly authorized by all necessary corporate action.  This Agreement has been duly executed and
delivered by such Party and constitutes a valid and binding agreement of such
Party, enforceable in accordance with its terms.


 


(c)                            Neither the execution and delivery of this
Agreement by such Party nor the performance by such Party of its obligations
hereunder requires any consent, authorization, approval, notice to or other
action by or in respect of, or filing with, any third party or any governmental
body or agency.


 


16.                                 Payment of Taxes.  NetSpend will pay when due all federal excise
taxes and all state and local use or sales taxes imposed in connection with the provision of NetSpend Cards and the
services provided by NetSpend in connection with the NetSpend Cards.  ACE will pay


 


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when due all federal
excise taxes and all state and local use or sales taxes imposed in connection
with funds collected by it for the Agent Services to the extent such taxes can
be collected from the customer.  Each
Party will also file when due all required tax returns required to be filed in
connection with its business and with the collection and remittance of any
applicable excise, use, or sales taxes for which it bears responsibility under
this Section 16.  NetSpend will
indemnify ACE for, and hold ACE harmless from and against, any such taxes
imposed on or due by the Issuing Bank. 
For the avoidance of doubt, this Section 16 shall apply to periods
both before and after the Effective Date.


 


17.                                 Term; Termination.


 


(a)                            The term of this Agreement begins on the
Effective Date and shall continue until terminated in accordance with the next
sentence or in accordance with Section 17(b).  Either Party may cause the term of this Agreement
to expire at 11:59 p.m. (Central Time) on March 31,
2016 or on any anniversary of that date
(March 31, 2016 and any
anniversary of that date, the “Annual Expiration Date”) by giving
written notice to the other Party of the notifying Party’s intent to terminate
this Agreement at least 270 days  before
the Annual Expiration Date; if that notice is timely given, the term of this
Agreement shall expire on the Annual Expiration Date immediately following the
date on which that notice was given.  Any
other reference in this Agreement to the “termination” of this Agreement
shall include, without limitation, the expiration of the term set forth in this
Section 17(a).


 


(b)                           Either Party may terminate this Agreement
before the expiration of the term set forth in Section 17(a), by giving
the other Party written notice of termination, upon any of the following events
of default by the other Party: (i) the other Party fails to pay any amount
when due under this Agreement and that payment failure continues for ten
Business Days after written notice of that payment failure is given by the
Party entitled to payment; (ii) the other Party continues its failure to
perform, or fails to cure or correct any nonperformance of, any of its
obligations under this Agreement (other than a payment or other obligation
addressed in the immediately preceding clause) for thirty (30) days after
written notice of that failure (which describes the failure with reasonable
specificity) is given by the Party entitled to performance; (iii) any
bankruptcy, insolvency, liquidation, dissolution, or similar action or
proceeding is instituted, commenced, or acquiesced in by the other Party or, if
instituted or commenced involuntarily against the other Party, is not stayed or
dismissed within sixty (60) days after that involuntary institution or
commencement; (iv) the other Party otherwise becomes insolvent, admits in
writing its inability to pay its debts as they mature, makes a general
assignment for the benefits of its creditors, or enters into any workout or
similar arrangement with its creditors; (v) the Issuing Bank terminates
its agreement(s) with NetSpend pursuant to which NetSpend offers ACE/NetSpend
Cards and NetSpend is unable to make alternative arrangements with a Successor
Bank in accordance with the terms of Section 18 (other than due to
refusal, failure or delay by ACE in entering into an agreement with such
Successor Bank) within a commercially reasonable time period thereafter; or (vi) any
Party receives a cease & desist order from its regulatory authority
with respect to the activities contemplated by this Agreement.  Whenever in this section the term “Party”
is used in relation to rights of ACE to terminate this Agreement for the action
or inaction, or an event involving, the other Party, ACE shall have the same
termination rights with


 


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respect
to any such action or inaction by, or event involving, either NetSpend or the
Issuing Bank.  The Parties may also
terminate this Agreement by mutual written consent.


 


(c)                            Notwithstanding clause (ii) of Section 17(b), the Parties
agree that a Party’s inability or unwillingness to secure, or loss of, any
governmental or regulatory license or authorization in any particular state of
the United States, including (without limitation) the District of Columbia (a “Lost
State”), while maintaining necessary governmental or regulatory licenses or
authorizations in one or more other states, shall not alone (i.e., without any
other failure to perform by that Party) give the other Party a right to
terminate this Agreement as a whole, but will give the other Party the right to
cease performing those of its obligations hereunder, after the loss of, or
failure to obtain within a reasonable time, that license or authorization,
which arise or are performable only in, or correspond to or facilitate the
performance of the first Party of its obligations hereunder in, the Lost State.


 


(d)                           A Party’s termination of this Agreement under Section 17(b) shall
not be its exclusive remedy for any default by the other Party or affect such
other Party’s responsibility for performing its obligations under this
Agreement.


 


(e)                            Upon termination of this Agreement, each Party
shall cease all theretofore permitted use of the other Party’s name,
tradenames, trademarks, servicemarks, and logos.  Upon termination of this Agreement, NetSpend
agrees to (i) continue in good faith in the performance of the services
related to the NetSpend Cards pursuant to the terms and provisions of this Agreement
until ACE transfers such card services to an alternative card processor(s) and/or
card-issuing bank association(s) selected by ACE and (ii) cooperate
with ACE and use its best efforts to assist ACE in the transfer of such card
services to card processor(s) and/or card-issuing banking association(s) selected
by ACE.  ACE shall continue to receive
its portion of the Customer Fees and the NetSpend Fees until such migration has
been completed, which shall occur no later than twelve (12) months from the date
of termination of this Agreement.


 


18.                                 Successor Bank.  Any other provision of this Agreement or the
Bank Agreement to the contrary notwithstanding, NetSpend shall have the right
at any time with the prior approval of ACE, not to be unreasonably withheld,
conditioned or delayed, to cause a national bank, federal savings bank or
federal savings association (each such institution, a “Successor Bank”)
to become an additional or alternative issuer of NetSpend Cards contemplated to
be distributed under the terms of this Agreement (such Successor Bank to be an
Issuing Bank for all purposes under this Agreement).  If NetSpend determines that it would be
desirable or advantageous to engage a Successor Bank to serve as an Issuing
Bank, NetSpend shall consult with ACE regarding the engagement of such
Successor Bank during the sixty (60) day period following ACE’s receipt of
notice of NetSpend’s desire to engage such Successor Bank.  ACE agrees that it will enter into an
agreement (the “Successor Bank Agreement”) comparable in terms and
effect to the Bank Agreement with NetSpend and any such Successor Bank (such
Successor Bank Agreement to be a Bank Agreement for all purposes under this
Agreement), provided that the terms of the Successor Bank Agreement shall be no
more burdensome upon ACE in any material respect than is the Bank Agreement.


 


19.                                 Independent Parties.  Notwithstanding anything to the contrary
contained herein,


 


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this Agreement shall not
be construed to provide that a Party in any manner controls the operations of
the other Party or the manner in which the other Party complies with its
obligations hereunder.  The Parties are independent.  This Agreement does not create or evidence a
partnership or joint venture between the Parties, and no Party has any
authority hereunder with respect to any of the employees or agents of the other
Party.  Each Party is responsible for its
own business expenses generally, including (without limitation) expenses of
performing its obligations under this Agreement, and for the payment of all
taxes relating to its own business activities. 
Notwithstanding the foregoing, to the extent required by applicable law,
the Issuing Bank’s appointment of NetSpend and NetSpend’s appointment of ACE as
the Issuing Bank’s authorized representative will establish an agency
relationship, limited strictly to the rights, duties and obligations as set
forth herein and in the Bank Agreement. 
Accordingly, NetSpend and ACE hereby agree as follows:


 


(a)                            NetSpend and ACE shall serve as the Issuing
Bank’s representative and agent for purposes of rendering the marketing,
solicitation, sales and distribution services and other related services as set
forth herein;


 


(b)                           NetSpend and ACE acknowledge the Issuing Bank’s
right to monitor and review the activities NetSpend and ACE perform for or on
behalf of such Issuing Bank hereunder;


 


(c)                            NetSpend and ACE acknowledge the statutory
authority of the Issuing Bank’s regulators (“Federal Regulator”), to
regulate and examine and take an enforcement action pursuant to the federal law
against NetSpend or ACE with respect to the activities performed by NetSpend or
ACE as an agent or representative of the Issuing Bank;


 


(d)                           Each Issuing Bank shall provide NetSpend and
ACE with information and training that ACE understands are designed to ensure
that NetSpend and ACE will be adequately informed about the Issuing Bank’s
products and services offered hereunder, including the distinctions between
insured and non-insured products, and relevant law that may apply to the
marketing, solicitation and customer service activities instituted on behalf of
the Issuing Bank hereunder; and it is understood that in determining the scope
of its obligations with respect to the Issuing Bank’s products or services
covered in this Agreement, ACE may rely on the information provided by such
Issuing Bank;


 


(e)                            NetSpend agrees to ensure that training
material and regulatory compliance materials furnished to ACE are updated from
time to time as NetSpend determines to be reasonably necessary;


 


(f)                              NetSpend and ACE acknowledge that the Issuing
Bank is required to adopt a detailed compliance program to ensure adequate
monitoring, supervision, and control over NetSpend and ACE and the activities
that NetSpend and ACE perform on behalf of the Issuing Bank.  Such oversight includes ensuring NetSpend’s
and ACE’s own anti-money laundering compliance programs are detailed, thorough,
and implemented accurately and fully in compliance with applicable law;


 


(g)                           NetSpend and ACE acknowledge that the Issuing
Bank may undertake an


 


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annual
review conducted under the auspices of the Issuing Bank’s compliance officer to
determine if NetSpend and ACE are operating in compliance with the Issuing Bank’s
established policies and procedures regarding the marketing, solicitation,
customer service or other activities related to the Issuing Bank’s authorized
bank products or services;


 


(h)                           NetSpend and ACE acknowledge that the Issuing
Bank may institute a system for tracking and resolving consumer complaints
involving NetSpend Cards and programs hereunder in a timely manner and each
agrees to provide an annual report regarding consumer complaints and their
resolution to the Issuing Bank’s board of directors;


 


(i)                               NetSpend and ACE acknowledge that a review and
approval process will be undertaken by the Issuing Bank for all NetSpend Card
and program disclosures, advertising, and other promotional material and that
such process will be timely communicated to ACE;


 


(j)                               NetSpend and ACE acknowledge that NetSpend and
ACE in their capacity as the Issuing Bank’s authorized delegate and
representative, are all subject to control and supervision by the appropriate
office of the Federal Regulator. This control and supervision includes, without
limitation, the ability to require that the Issuing Bank obtain Federal
Regulator’s approval (or non-objection) before entering into any contractual
arrangement with NetSpend and ACE and the right of the Federal Regulator to
approve specific contractual language;


 


(k)                            NetSpend and ACE acknowledge that the Federal
Regulator may require ACE, in its capacity as the Issuing Bank’s authorized
delegate and representative, to submit periodic reports to the Federal
Regulator regarding its performance under this Agreement. If any such reports
are required, NetSpend will ensure that the Issuing Bank informs ACE of the
required content of any such report and shall provide reasonable assistance to
ACE in preparing such report;


 


(l)                               NetSpend and ACE acknowledge that the Federal
Regulator may require the Issuing Bank to modify or terminate its relationship
with NetSpend and ACE at any time.  NetSpend agrees to employ its best efforts to
ensure that the Issuing Bank will use commercially reasonable efforts to avoid
any required termination or material modification of its relationship with ACE,
and to the extent that Federal Regulator requires modification or termination
in spite of the Issuing Bank’s reasonable efforts, NetSpend will employ it as
best efforts to ensure that the Issuing Bank provides as much advance written
notice thereof as possible to ACE (and in the case of a termination of such
relationship, to engage a Successor Bank for such relationship pursuant to Section 18);
and


 


(m)                         The Federal Regulator may institute any other
requirements or conditions that the Federal Regulator deems appropriate for the
particular purpose of reviewing the Issuing Bank’s compliance program, which
may include an examination of ACE’s programs and its records relating to
performance of this Agreement.


 


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20.                                 Indemnification.


 


(a)                            NetSpend hereby agrees to indemnify and hold
harmless ACE and its agents, employees, officers, directors, successors, and
permitted assigns (collectively, the “ACE Indemnified Persons”) against,
and will pay or reimburse the ACE Indemnified Persons as suffered or incurred
any and all losses, claims, or expenses (including, without limitation,
reasonable attorneys’ fees and expenses) in any way arising from or connected
with the inaccuracy of any representation or warranty of NetSpend under this
Agreement and/or the Prior Agreement and the performance or nonperformance of
NetSpend’s obligations under this Agreement and/or the Prior Agreement; provided,
however, that NetSpend shall not have any indemnification obligations
hereunder for any losses, claims or expenses to the extent caused by any act or
omission of ACE in violation of this Agreement.


 


(b)                           ACE hereby agrees to indemnify, defend, and
hold harmless NetSpend and its agents, employees, officers, directors,
successors, and permitted assigns (collectively, the “NetSpend Indemnified
Persons”) against, and will pay or reimburse the NetSpend Indemnified
Persons as suffered or incurred, any and all losses, claims or expenses
(including, without limitation, reasonable attorneys’ fees and expenses),
including any liability NetSpend has to the Issuing Bank, in any way arising
from or connected with the inaccuracy of any representation or warranty of ACE
under this Agreement and/or the Prior Agreement or the performance or
nonperformance of ACE’s obligations under this Agreement and/or the Prior
Agreement; provided, however, that ACE shall not have any
indemnification obligations hereunder for any losses, claims or expenses to the
extent caused by any act or omission of NetSpend in violation of this Agreement
or in violation of any agreement with the Issuing Bank.


 


(c)                            In no event shall either Party be liable for
any consequential, indirect, punitive, special, or exemplary damages relating
to this Agreement.


 


(d)                           The Parties’ respective indemnification
obligations under this Section 20 shall survive the termination of this
Agreement.


 


21.                                 Confidentiality.  Except for disclosures to the Issuing Bank,
the Parties shall keep this Agreement and its terms confidential, and each
Party shall keep the Confidential Information of the other Party confidential
and shall not use any of that Confidential Information for any purpose other
than in connection with this Agreement (or for regulatory compliance and market
research purposes).  The “Confidential
Information” of a Party is any trade secret or other confidential or
proprietary information relating to that Party’s services, business, or
customers; except that information that is generally known to the public or in
the industry (other than by a breach of this Section 21), is in the
possession of the receiving Party before disclosure by the other Party, or is
or becomes available to the receiving Party from a source that (to the
receiving Party’s knowledge) is not bound by any nondisclosure obligation to
the other Party is not “Confidential Information” of the other Party
under this Agreement.  A Party may,
without violating this Section 21, make such disclosures (a) to its
directors, officers, employees, attorneys, and other agents as may be necessary
to permit that Party to perform its obligations and to exercise its rights
hereunder, and (b) as it reasonably deems are required by law, though a
Party will use its reasonable efforts to notify the other Party in advance of
any such disclosure 


 


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*** Confidential Treatment Requested


 


required by law.  The Parties’ respective obligations under
this Section 21 shall survive the termination of this Agreement.


 


22.                                 Compliance with Laws.


 


(a)                            The Parties will perform their respective
obligations under this Agreement in compliance, in all material respects, with
all applicable laws, orders, or regulations. 
ACE shall adopt (as necessary) and maintain programs, policies and
procedures, which shall be subject to NetSpend’s review and approval, designed
to ensure that the Agent Services conducted by ACE under this Agreement are in
compliance with all applicable federal and state laws, rules and
regulations (as modified or amended from time to time). These shall include, to
the extent applicable to the Agent Services provided by ACE, programs, policies
and procedures relating to:


 


(i)                                     Emergency Preparedness;


 


(ii)                                  Electronic Funds Transfers;


 


(iii)                               Truth in Savings;


 


(iv)                              Funds Availability;


 


(v)                                 Financial Record Keeping;


 


(vi)                              Bank Secrecy;


 


(vii)                           Equal Credit Opportunity;


 


(viii)                        Bank Bribery Act;


 


(ix)                                Fair Debt Collection;


 


(x)                                   Right to Financial Privacy;


 


(xi)                                Unfair or Deceptive Credit Practices;


 


(xii)                             Know your customer policy;


 


(xiii)                          Notices (30 days) to customers of changes in the Electronic Accounts
Deposit Agreement;


 


(xiv)                         The Gramm-Leach-Bliley Act; and


 


(xv)                            The Patriot Act.


 


(b)                           ACE and NetSpend acknowledge and agree that
certain Customer Data is


 


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*** Confidential Treatment Requested


 


subject
to all terms and conditions governing information that is considered “cardholder
data” or “sensitive authentication data” under the Payment Card Industry Data
Security Standard (the “PCI Standard”), and with respect to the Issuing
Banks, may include “Customer Information” as defined under GLBA, 15 U.S.C. §
6801.  ACE acknowledges its
responsibility to safeguard Customer Data in its possession or control, both
during and after the termination of the Agreement. ACE shall perform its
obligations under the Agreement in compliance with all applicable requirements
of the PCI Standard in the performance of any obligations concerning NetSpend
Cards or Customer Data. ACE agrees to notify NetSpend in writing prior to
disposing of any Customer Data (except in accordance with applicable law and
its general procedures for disposing of Customer Data as previously disclosed
to NetSpend), and only to dispose of Customer Data in a manner reasonably
acceptable to NetSpend and the Issuing Banks. 
ACE shall comply with all reasonable requests for information from
NetSpend, including, without limitation, all requests for information arising
from third-party or internal audits regarding security incidents, on behalf of
NetSpend, any Issuing Bank, PCI representatives, PCI approved third parties,
and any governmental authority or regulator exercising jurisdiction (“Approved
Persons”). ACE shall make available to Approved Persons upon reasonable
request all books and records regarding security processes and procedures, use
of Customer Data, disaster recovery planning, the Agreement, and the services
rendered hereunder.  ACE will provide
full cooperation with and access for Approved Persons to conduct a thorough security
review after any security intrusion, any loss or unauthorized release of
Customer Data, or otherwise in connection with ACE’s or Stores’ breach of any
obligation under the Agreement concerning Customer Data.


 


(c)                            Each of ACE and NetSpend shall provide to the
other (i) an annual certification, executed by a senior executive officer
of such Party, that such Party has appropriate internal controls designed to
ensure compliance with applicable state and federal law (including laws
relating to money laundering, terrorism or terrorist financing), including an
appropriate BSA/AML program and process for monitoring and detecting of
suspicious activities and (ii) copies of any third party audits conducted
for such Party with respect to such matters, subject to any restrictions on
such delivery as may be imposed by any regulatory or governmental authority
with jurisdiction over such Party.


 


23.                                 Access to Records.


 


(a)                                  NetSpend shall maintain accurate records with
respect to all issuances of the NetSpend Cards and the provision of the
services related to the NetSpend Cards to customers, the receipt of all
payments and other amounts from customers, all transactions of customers using
the NetSpend Cards, and all other matters related to this Agreement and copies
of all documents and other materials related to NetSpend’s obligations to ACE
under this Agreement, including without limitation NetSpend’s compliance with
applicable state and federal law (including laws relating to money laundering,
terrorism or terrorist financing). 
Within thirty (30) days of ACE’s written request to NetSpend, but not
more than twice in any twelve-month period, ACE, by its duly authorized agents
and representatives, shall have the right to inspect such records, documents
and materials from time to time during ordinary business hours, subject to
(i) such security procedures as NetSpend may reasonably impose and
(ii) such limitations as may be required under applicable governmental or
regulatory rules, regulations or statutes governing the conduct of NetSpend’s
business; provided, however, that (except as


 


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provided elsewhere in
this Agreement) the Parties shall have no obligation to disclose to each other,
or to inspect or copy, or have any other right of access to any other corporate
financial information, or Customer Data, or to obtain photocopies of such
records, documents and materials.  ACE
agrees that any records, documents, and materials made available for inspection
under this Section 23 shall be deemed Confidential Information of NetSpend
that is subject to Section 21 and NetSpend’s Privacy Policy, except with
respect to any disclosure required by any regulatory agency with jurisdiction
over ACE, or Section 21.


 


(b)                           Within thirty (30) days of NetSpend’s written
request to ACE, but not more than twice in any twelve-month period, NetSpend,
by its duly authorized agents and representatives, shall have the right to
inspect the records, documents, materials, procedures and facilities maintained
by ACE relating to the NetSpend Cards and this Agreement, including without
limitation ACE’s compliance with applicable state and federal law (including
laws relating to money laundering, terrorism or terrorist financing) and the
corresponding program requirements of NetSpend and any Issuing Bank from time
to time during normal business hours, subject to (i) such security
procedures as ACE may reasonably impose and (ii) such limitations as may
be required under applicable governmental or regulatory rules, regulations or
statutes governing the conduct of ACE’s business; provided, however,
that (except as provided elsewhere in this Agreement) the Parties shall have no
obligation to disclose to each other, or to inspect or copy, or have any other
right of access to any other corporate financial information, or Customer Data,
or to obtain photocopies of such records, documents and materials.  NetSpend agrees that any records, documents
and materials made available for inspection under this Section 23(b) shall
be deemed Confidential Information of ACE that is subject to Section 21
and ACE’s Privacy Policy, except with respect to any disclosure required by any
regulatory agency with jurisdiction over NetSpend, or Section 21.


 


(c)                            NetSpend will provide to ACE, within ten (10) Business
Days after they are available, annual audited financial statements, including
at least a balance sheet and statement of profits and losses, together with the
report of independent certified public accountants relating thereto.


 


24.                                 Notice.  Any notice, consent, or other communication
to be given under this Agreement by either Party to the other Party shall be in
writing and shall be either (a) personally delivered, (b) mailed by
registered or certified mail, postage prepaid with return receipt requested,
(c) delivered by prepaid overnight express delivery service or same-day
local courier service, or (d) delivered by prepaid facsimile
communication, in any case to the address or number set forth below or at such
other address or number as may have previously been designated by a Party for
it by notice to the other Party in accordance with this Section 24.  Notices delivered personally, by overnight
express delivery service, or by local courier service shall be deemed given as
of actual receipt.  Mailed notices shall
be deemed given three Business Days after mailing.  (A “Business Day” is any Monday
through Friday other than a day that is a Federal Reserve Bank holiday or other
applicable bank holiday.)  Notices
delivered by facsimile communication shall be deemed given upon receipt by the
sender of the communication confirmation.


 


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  If
  to ACE:

  	
   

  	
  ACE
  Cash Express, Inc.

  
	
   

  	
   

  	
  1231
  Greenway Drive

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Irving,
  Texas 75038

  
	
   

  	
   

  	
  Facsimile
  no.: (972) 582-1426

  
	
   

  	
   

  	
  Attn:
  General Counsel

  
	
   

  	
   

  	
   

  
	
  If
  to NetSpend:

  	
   

  	
  NetSpend
  Corporation

  
	
   

  	
   

  	
  710 Brazos, Suite 1200

  
	
   

  	
   

  	
  Austin, Texas 78701

  
	
   

  	
   

  	
  Facsimile no.: (512) 532-8309

  
	
   

  	
   

  	
  Attn:
  General Counsel

  



 


25.                                 Assignment.  Except as provided in this Agreement, the
rights and obligations under this Agreement may not be assigned or delegated by
either Party without the prior written consent of the other Party, and any such
purported assignment or delegation without such consent shall be void.  Either Party may assign its rights and
obligations under this Agreement to any entity that controls, is controlled by,
or is under common control with such Party, so long as that other entity is not
a direct competitor of the non-assigning Party and is capable of performing
(and agrees to perform) the obligations of the assigning Party under this
Agreement.  Any requested consent to
assignment will not be unreasonably withheld by a Party, unless the entity to
which the assignment is to be made is a direct competitor of the non-assigning
Party (in which case, consent shall be in the sole discretion of the
non-assigning Party).


 


26.                                 Governing Law.  This Agreement shall be governed by,
construed in accordance with, and enforced under the laws of the State of
Texas.


 


27.                                 Force Majeure.  Except as otherwise expressly set forth
herein, in the event a Party shall be delayed or hindered in, or prevented
from, the performance of any act required of it hereunder by reason of strike,
inability to procure materials, failure of power, telecommunications or
connectivity failure, restrictive governmental laws or regulations, inability
to obtain or maintain (for any reason outside of a Party’s reasonable control)
any governmental or regulatory license or authorization, riot, insurrection,
war, act of God, or other event outside that Party’s reasonable control (each
such cause or event being hereinafter referred to as a “Force Majeure”),
then performance of such acts will be excused for the period of the delay and
the period for performance of any such act shall be extended for a period
equivalent to the period of such delay. 
Any time a Party is experiencing a Force Majeure that is expected to
result in a significant failure or delay, such Party will give notice to the
other Party describing the Force Majeure and the nature of the failure or delay
and giving an estimate as to how long the delay will be.  A Party claiming an excusable delay or
failure under this Section 27 shall use reasonable efforts to alleviate or
overcome the Force Majeure as soon as practicable.


 


28.                                 Offset.  A Party shall be entitled to credit or offset
an amount equal to any or all amounts due to it by the other Party under this
Agreement.


 


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29.                                 Dispute Resolution.  Any dispute or controversy arising out of or
relating to this Agreement or the interpretation or termination of this
Agreement (“Dispute”), shall be resolved or settled by arbitration
before a single arbitrator pursuant to the Rules for Commercial
Arbitration of the American Arbitration Association (the “Rules”).  Arbitration may be commenced at any time by a
Party’s giving written notice to the other Party and to Issuing Bank that a
Dispute has been referred to arbitration under this Section 29.  The arbitration proceeding shall be conducted
in Dallas County, Texas.  The arbitrator
shall be selected by agreement of the Parties, but if they do not so agree
within twenty (20) days after the date of the notice referred to in the second
preceding sentence, the selection shall be made by the Dallas office of the
American Arbitration Association pursuant to the Rules.  Any award rendered by the arbitrator shall be
conclusive and binding upon the Parties. 
This provision for arbitration shall be specifically enforceable by
either of the Parties, and judgment upon the arbitration award may be entered
and enforced in any court having jurisdiction over the Parties or their
respective assets, it being the intent of the Parties that these arbitration
provisions be enforced to the fullest extent permitted by applicable law.  Each of the Parties shall pay its own
expenses of arbitration (including, without limitation, those of its own
counsel and witnesses), and the expenses of the arbitrator shall be shared
equally by the Parties; except that if, in the opinion of the arbitrator, any
claim or any defense or objection thereto was unreasonable, the arbitrator may
assess, as part of his or her award, all or part of the arbitration expenses of
the other Party (including, without limitation, its reasonable attorneys’ fees)
and of the arbitrator against the Party asserting that unreasonable claim,
defense, or objection.  Nothing in this Section 29
precludes a Party from applying to a court having jurisdiction to (a) seek
provisional or temporary injunctive relief, in response to an actual or
threatened breach of this Agreement or otherwise to avoid irrevocable damage or
maintain the status quo, until a final arbitration decision or award is
rendered or a Dispute is otherwise resolved or (b) enforce the provisions
of this Section 29.  Nothing in this
Section 29 precludes the Parties from resolving a Dispute by agreement at
any time.


 


30.                                 Amendment; Waiver.  This Agreement may only be amended by the
written consent of both Parties, and any provision hereof may be waived only by
a document signed by the Party against which the waiver is sought to be
enforced.  A Party’s failure or delay in
enforcing the other Party’s performance of any of such other Party’s
obligations under this Agreement shall not be a waiver of any of those
obligations.


 


31.                                 Invalid Provisions.  If any provision of this Agreement is ever
held to be invalid or unenforceable, that provision will be severed from the
rest of this Agreement, and all of the other provisions of this Agreement will
remain in effect, but will be amended by the Parties to the extent possible to
result in this Agreement having the same relative economic benefits and
detriments to the Parties as existed before the severance of the invalid or
unenforceable provision.


 


32.                                 Entire Agreement.  This Agreement (together with the Schedules
hereto, which are integral parts of this Agreement) contains the entire
agreement of the Parties as to the subject matter hereof and supersedes all
prior agreements and understandings, whether oral or written, between the
Parties with respect to the subject matter hereof.


 


20














 






*** Confidential Treatment Requested


 


33.           Binding Effect; No Third-Party
Beneficiaries.  This Agreement and
the rights and obligations hereunder shall be binding upon and shall inure to
the benefit of the Parties and their legal successors and permitted
assigns.  Except as otherwise expressly
provided in Section 1, nothing in this Agreement, expressed or implied, is
intended to confer upon any person or entity, other than the Parties and their
legal successors and permitted assigns, any rights, benefits, or obligations.


 


34.           Compliance with Gramm-Leach-Bliley
Act.  Notwithstanding the foregoing,
nothing herein shall require either Party to violate Title V of the
Gramm-Leach-Bliley Act or any regulation promulgated thereunder with respect to
the privacy of the customers of any financial institution.


 


35.           Press Releases.  Neither Party shall issue a press release
making reference to this Agreement, the other Party to this Agreement, or to
the services provided by such Party pursuant to this Agreement, without the
prior written consent of the other Party, such consent not to be unreasonably
withheld, conditioned or delayed.


 


36.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be an original, but all of which shall
constitute one, and the same, document


 


37.           Effectiveness; Termination of
Prior Agreement.  The effectiveness
of this Agreement is contingent upon the closing (the “Closing”) of the
transactions contemplated by that certain Agreement and Plan of Merger, dated
as of the date hereof, by and among NetSpend Holdings, Inc., Aurora
Acquisition Sub, Inc., Skylight Acquisition I, Inc., Skylight
Holdings I, LLC, JLL Partners Fund IV, L.P., JLL Partners Fund V, L.P. and Oak
Investment Partners X, L.P. (the “Merger Agreement”).  In the event the Closing does not occur for
any reason, this Agreement shall be null and void and of no further force and
effect and the Prior Agreement shall continue in effect (taking into account
any actions or notifications previously delivered by the Parties) in accordance
with its terms.  The first day of the
month in which the Closing occurs shall be deemed to be the “Effective Date”
of this Agreement.  The effectiveness of
this Agreement is additionally contingent upon the execution and delivery of
the Bank Agreement with Meta.  On the
Effective Date, the Prior Agreement shall be deemed amended and restated in its
entirety by this Agreement.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


 


21

















 






*** Confidential Treatment Requested


 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the date first above written, to be effective as of the Effective Date.


 


	
   

  	
  ACE
  CASH EXPRESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ted Eades

  
	
   

  	
  Name:

  	
  Ted
  Eades

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NETSPEND
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel R. Henry

  
	
   

  	
  Name:

  	
  Daniel
  R. Henry

  
	
   

  	
  Title:

  	
  CEO

  



 


22

















 






*** Confidential Treatment Requested


 


Schedule 1


 


DEPOSIT AND TRANSMISSION PROCEDURES


 


On
the Business Day following the day that Customer Transaction(s) are
processed by ACE, ACE will (a) cause those funds constituting Card
Payments (less the amount of any Cash Withdrawals) to be credited, through the
Automatic Clearinghouse system, to a custodial customer bank account designated
by NetSpend at the Issuing Bank (or in the event that Cash Withdrawals exceed
the amount of Card Payments, to cause such amount to be credited from such
account to an account designated by ACE), (b) cause those funds
constituting NetSpend’s portion of any Customer Fees to be credited, through
the Automatic Clearinghouse system, to a bank account designated by NetSpend,
and (c) make Customer Data available for electronic communication to NetSpend
(as initiated by NetSpend) to correspond to such funds remittance.


 


On
or before the fifth (5th) Business Day
of each month, NetSpend shall provide ACE with a calculation of the NetSpend
Fees and ACE’s portion of any Customer Fees generated on the ACE/NetSpend
Acquisition Website (which shall include an aggregate list of all relevant data
necessary to calculate the NetSpend Fees and ACE’s portion of any Customer Fees
generated on the ACE/NetSpend Acquisition Website (the “NetSpend Fee/Web Fee
Calculation”)), in each case during the immediately preceding month.
Payment of the NetSpend Fees and ACE’s portion of any Customer Fees generated
on the ACE/NetSpend Acquisition Website corresponding to the NetSpend Fee/Web
Fee Calculation will be made by NetSpend initiating a credit, through the
Automatic Clearing House system, to a bank account designated by ACE no later
than ten (10) days after due date of the NetSpend Fee/Web Fee Calculation.


 


On
or before the thirtieth (30th) day immediately following the termination of this Agreement (and
within five (5) Business Days after the end of each calendar month
thereafter), NetSpend shall provide ACE with the NetSpend Fee/Web Fee
Calculation for such period. Payment of all NetSpend Fees and ACE’s portion of
any Customer Fees generated on the ACE/NetSpend Acquisition Website due for any
such period will be made by NetSpend’s initiating a credit, through the
Automatic Clearinghouse system, to a bank account designated by ACE no later
than ten days after due date of the NetSpend Fee/Web Fee Calculation.


 


If
ACE objects to any NetSpend Fee/Web Fee Calculation, ACE shall deliver to
NetSpend a dispute notice within five Business Days of receipt by ACE of such
NetSpend Fee/Web Fee Calculation. If a dispute notice is delivered to NetSpend,
the Parties shall negotiate in good faith to resolve any differences related to
the NetSpend Fee/Web Fee Calculation. To assist in this process, NetSpend shall
provide ACE with reasonable access, as requested by ACE, to the relevant books
and records of NetSpend. Any dispute not resolved by the Parties’ negotiations
within thirty (30) Business Days after ACE’s dispute notice shall be a Dispute
subject to Section 29.


 


ACE shall be solely
responsible for forwarding payments of the relevant portion of any Customer
Fees or NetSpend Fees received by ACE to any franchisees of ACE or of any of
ACE’s affiliates whose retail locations are Participating Stores.


 


The
terms of this Schedule 1 shall survive termination of this Agreement.


 

















 






*** Confidential Treatment Requested


 


Schedule 2


 


CUSTOMER FEES


 


Application Fee


 


ACE
shall charge the customer an application fee (the “Application Fee”) for
each complete and valid application accepted (and the related Customer Data
communication services) at any Participating Store or completed on the
ACE/Netspend Acquisition Website.  The
Application Fee shall be between $3.95 and $29.95 (unless otherwise agreed by the Parties), and shall be
determined by ACE in its sole discretion upon not less than thirty (30) day’s
prior written notice to NetSpend. The Application Fee shall be divided between
ACE and NetSpend as set forth below; provided, however, that in
the event the NetSpend portion of the Application Fee based on the calculation
below is less than zero, the NetSpend portion of such Application Fee shall be
deemed to be zero and ACE shall be entitled to 100% of such Application Fee,
and NetSpend shall not be obligated to pay any additional amounts to ACE in
respect of such Application Fee.


 




	
  Application Fee

  	
   

  	
  ACE Portion

  	
   

  	
  NetSpend Portion

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $*** to $***

  	
   

  	
  ***% + $***

  	
   

  	
  ***% - $***

  
	
  $*** to $***

  	
   

  	
  ***% + $***

  	
   

  	
  ***% - $***

  






 


Customer Convenience Fee


 


ACE
may charge the customer a convenience fee (the “Customer Convenience Fee”)
for Card Payments accepted and/or Cash Withdrawals processed (and related
administrative services) by ACE at any Participating Store.  ACE shall be entitled to retain ***% of the
Customer Convenience Fee.  The Customer
Convenience Fee shall initially be between $1.00 and $3.00 per Card Payment or
Cash Withdrawal, irrespective of the amount of the Card Payment or Cash
Withdrawal. ACE may increase or decrease the Customer Convenience Fee in its
sole discretion.


 


Customer Gift Card Fees


 


For
each Gift Card sold by at any Participating Store or on the ACE/NetSpend
Acquisition Website, the customer will be charged a fee (“Customer Gift Card
Fee”) amounting to $4.95 per Gift Card, subject to modification by ACE upon
notification to NetSpend, provided that the modified fee shall not be less than
$3.95 or greater than $19.95.  ACE and
NetSpend shall *** be entitled to *** percent (***%) of all Customer Gift Card
Fees collected.


 

















 






*** Confidential Treatment Requested


 


Schedule 3


 


NETSPEND FEES


 


NetSpend Load Fees


 


NetSpend
shall pay to ACE a monthly fee (the “NetSpend Load Fee”) for any Card
Payments accepted (and related administrative services) at a Participating
Store by ACE or any funds loaded on the NetSpend Service Website in respect of
ACE/NetSpend Cards (not including Direct Deposit Loads (as defined
below)).  The NetSpend Load Fee shall be
equal to a percentage of all Card Payments processed at Participating Stores
and funds loaded on the NetSpend Service Website in respect of ACE/NetSpend
Cards for each month (not including Direct Deposit Loads), such percentage to
be determined based on the aggregate amount of all Card Payments processed at
Participating Stores and funds loaded on the NetSpend Service Website in
respect of ACE/NetSpend Cards (not including Direct Deposit Loads (as defined
below)) for such month as follows:


 




	
  Monthly Load Volume (not 

  including Direct Deposit Loads)

  	
   

  	
  ACE Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  <$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  






 


Notwithstanding
the foregoing, if a customer effects a Cash Withdrawal from a Participating
Store using a NetSpend Card in any month, ACE shall pay to NetSpend a card
withdrawal fee (the “Card Withdrawal Fee”) equal to a percentage of all
Cash Withdrawals effected at Participating Stores for such month, such
percentage to be determined based on the aggregate amount of all Card Payments
processed at Participating Stores and funds loaded on the NetSpend Service
Website in respect of ACE/NetSpend Cards (not including Direct Deposit Loads)
for such month as set forth above.  On or
before the second (2nd) Business Day
of each month, ACE shall provide NetSpend with an aggregate list of the number
of all Cash Withdrawals effected at Participating Stores by customers using a
NetSpend Card and an aggregate amount of such Cash Withdrawals the preceding
calendar month.  Payment of the Card
Withdrawal Fees due by ACE will be made by offsetting such amount from the
NetSpend Load Fees payable to ACE as set forth above; provided, however,
that if the Card Withdrawal Fees exceed the NetSpend Load Fees for a calendar
month, ACE will pay such excess amount by initiating a credit, through the
Automatic Clearing House system, to a bank account designated by NetSpend
within ten (10) days after the due date.


 

















 






*** Confidential Treatment Requested


 


Monthly Subscription Fees


 


NetSpend
shall pay to ACE a monthly fee (the “Monthly Subscription Fee”) for each
customer holding an ACE/NetSpend Card that is enrolled in a monthly service
plan with respect to such ACE/NetSpend Card for which NetSpend will collect a
monthly fee from the accountholder (a “Monthly Subscription Account”).  The Monthly Subscription Fee shall be payable
for each customer holding an ACE/NetSpend Card that is enrolled in a Monthly
Subscription Account for each month or partial month that such customer remains
enrolled in such Monthly Subscription Account. 
The Monthly Subscription Fee shall be payable ***.  The Monthly Subscription Fee shall be based
on the aggregate amount of all Card Payments processed at Participating Stores
and funds loaded on the NetSpend Service Website in respect of ACE/NetSpend
Cards and all Direct Deposit Loads (as defined below) (such aggregate amount,
the “Total Load Volume”) for such month as follows:


 




	
  Total Load Volume

  	
   

  	
  Monthly

  Subscription Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  <$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  






 


Annual Subscription Fees


 


NetSpend
shall pay to ACE a fee (the “Annual Subscription Fee”) for each customer
holding an ACE/NetSpend Card that enrolls in an annual service plan with
respect to such ACE/NetSpend Card for which NetSpend will collect an annual fee
from the accountholder (an “Annual Subscription Account”).  The Annual Subscription Fee shall be payable
for each customer holding an ACE/NetSpend Card that is enrolled in an Annual
Subscription Account for each month in which NetSpend collects an annual fee
from such customer.  The Annual
Subscription Fee shall be payable ***. 
The Annual Subscription Fee shall be based on the Total Load Volume for
such month as follows:


 




	
  Total Load Volume

  	
   

  	
  Annual

  Subscription Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  <$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  






 

















 






*** Confidential Treatment Requested


 


Direct Deposit Fees


 


NetSpend
shall pay to ACE a monthly fee (the “Direct Deposit Fee”) for each
customer holding an ACE/NetSpend Card that is enrolled in a direct deposit
program with respect to such ACE/NetSpend Card. 
The Direct Deposit Fee shall be payable ***. The Direct Deposit Fee
shall be equal to a percentage of all dollars loaded onto such customer’s
ACE/NetSpend Card account via direct deposit in accordance with the normal
terms of the direct deposit program (“Direct Deposit Loads”), such
percentage to be determined based on the aggregate amount of all Direct Deposit
Loads for such month as follows:


 




	
  Direct Deposit Load Volume

  	
   

  	
  ACE Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  <$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  
	
  >$***

  	
   

  	
  ***

  	
  %

  






 


In
addition, ***.


 

















 






*** Confidential Treatment Requested


 


Transaction Fees


 


NetSpend
shall pay to ACE a monthly fee (the “Transaction Fee”) for each
purchase, ATM or other signature, PIN or debit card transaction (each, a “Transaction”)
by a customer using an ACE/NetSpend Card. 
For purposes of this Agreement, an “ACE/NetSpend Card” is a
NetSpend Card purchased directly from or through a Participating Store or on
the ACE/NetSpend Acquisition Website.  An
ACE/NetSpend Card so purchased shall remain an ACE/NetSpend Card
notwithstanding the expiration and renewal of such ACE/NetSpend Card.  In addition, all cards activated on the same
account as an ACE/NetSpend Card shall constitute ACE/NetSpend Cards.  For the avoidance of doubt, any NetSpend Card
that would have constituted an ACE/NetSpend Card immediately prior to the
Effective Date of this Agreement shall constitute an ACE/NetSpend Card after
the Effective Date.  NetSpend represents
and warrants to ACE that all NetSpend Cards for which ACE received Subscription
Fees, Direct Deposit Fees or Transaction Fees from NetSpend immediately prior
to the Effective Date constitute ACE/NetSpend Cards as defined herein.


 


The
Transaction Fee shall be payable ***.


 


The
NetSpend Load Fee shall be based on the Total Load Volume for such month as
follows:


 


	
  Total Load Volume

  	
   

  	
  Transaction Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  <$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  >$***

  	
   

  	
  $

  	
  ***

  	
   

  



 


Gift Card Fees


 


As
permitted by law, and on a monthly basis, ACE shall receive *** percent (***%)
of all maintenance fees assessed by NetSpend with respect to Gift Cards sold at
Participating Stores or on the ACE/NetSpend Acquisition Website.


 














 






*** Confidential Treatment Requested


 


Schedule 4


 


MARKETING INFORMATION


 


	
   

  	
   

  	
  Display
  by ACE is required 

  
	
  Application & FAQ Flyer

  	
   

  	
   

  
	
   

  	
   

  	
  Produced
  by NetSpend

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Availability
  by ACE is required 

  
	
  Temporary Card with Welcome Kit

  	
   

  	
   

  
	
   

  	
   

  	
  Produced
  by NetSpend

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Display
  by ACE is required 

  
	
  Window Cling

  	
   

  	
   

  
	
   

  	
   

  	
  Produced
  by NetSpend

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Display
  by ACE is optional 

  
	
  Vinyl Product Poster

  	
   

  	
   

  
	
   

  	
   

  	
  Produced
  by NetSpend

  
	
   

  	
   

  	
   

  
	
  Vinyl Promotional Poster

  	
   

  	
  Display
  by ACE is optional 

   

  Produced
  by NetSpend as necessary and agreed upon by NetSpend and ACE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Display
  by ACE is required 

  
	
  ACE Service Menu Listing

  	
   

  	
   

  
	
   

  	
   

  	
  Produced
  by ACE

  



 

















 






*** Confidential Treatment Requested


 


Schedule 5


 


ACE EMPLOYEE ACCOUNTS


NETSPEND OBLIGATIONS


 


·                  Marketing Materials:  Prepare marketing, disclosure (including,
without limitation, monthly statements for all ACE Employee Accounts) and
enrollment materials for use by ACE in rolling out and administering the ACE
Employee Accounts.


·                  Free Fee Advantage: As part of
the offering, NetSpend will provide a complimentary FeeAdvantage monthly
subscription to every ACE Employee Account. 
The subscription will renew every month as long as ACE has posted a
direct deposit transaction into the ACE Employee Account at any time during the
preceding 30 days.


·                  *** Transactions: ***


·                  Free Wireless Alerts: NetSpend will
provide all ACE Employee Accounts with free enrollment into NetSpend Wireless
Alerts.


 

















 






*** Confidential Treatment Requested


 


Schedule 6


 


REPORTS


 


***

















 






*** Confidential Treatment Requested


 


Schedule 7


 


NETSPEND CUSTOMER SERVICE REQUIREMENTS


 


1.                                      Consumer Service Calls.  Front-line, consumer service calls will be
answered by NetSpend *** of the time within *** after the time the call enters
the queue.  The consumer service call
abandoned rate will not exceed *** on one hundred percent (100%) of all
incoming calls received during the standard customer service hours outlined
below for each year covered by the agreement. 
Upon request, at intervals which will not exceed a monthly frequency, ACE
can receive reports from NetSpend related to NetSpend’s performance against the
minimum consumer service level requirements described in this Schedule 6.


 


2.                                      Customer Service Hours.  NetSpend customer service will be open from
8:00 A.M. to 9:00 P.M. Central Time, (“CT”) on business days and 8:00 A.M.
to 5:00 P.M. (CT), Saturdays and Sundays (excluding Thanksgiving,
Christmas and New Years Day).


 


3.                                      Resolution of Payment Inquiries.  Standard research inquiries shall be handled
in compliance with Regulation E.  It is
NetSpend’s policy and practice to continuously improve customer service,
including responses to consumer inquiries.


 


4.                                      Standard of Care.  The
Parties agree to use reasonable care in accordance with industry standards
regarding consumers (i.e., in
compliance with Regulation E).  If a
Party fails to meet this standard, it must take corrective action as provided
in this Agreement.


 


5.                                      Disaster Recovery.  NetSpend shall provide a “hot” back-up center
capable of ensuring that all ACE point of sale and debit/ATM network
transactions could be processed normally within fifteen minutes after the
occurrence of any unplanned outage.  Such
back-up center will be completely separate from and located at least ten miles
from NetSpend’s primary data center.  NetSpend
also agrees to test such back-up center at least annually and provide ACE or
its designated representatives with documented results to show actual recovery
times and results.


 


6.                                      System
Availability.  NetSpend
systems used to provide NetSpend Services shall be fully operational at least
*** of the time during any calendar month, excluding reasonable scheduled
maintenance.  ACE systems necessary for
NetSpend to provide the NetSpend Services shall be fully operational at least
*** of the time during any calendar month, excluding reasonable scheduled
maintenance.


 


7.                                      System
Response Times.  NetSpend
systems will respond to POS/consumer transactions conducted in Participating
Stores within *** of the request, for at least *** of all transactions, as
measured over any consecutive seven-day period. 
This response time will be measured by the ACE host system.  NetSpend will not be responsible for response
times between the ACE host and the ACE POS.


 

















 






*** Confidential Treatment Requested


 


Schedule 8


 


CARD DESIGNS


 


(See Attached)