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ATM Processing Agreement

This ATM Processing Agreement (the “ATMPA”), is made and entered into effect as of the date listed as the “Effective Date” on the first ATM Placement Form which incorporates this ATMPA (“Placement Form”) (“Start Date”) by and between ATM Token Group Services Inc. (“Operator”, “ATM Token”), and the individual or entity listed on the applicable Placement Form(s) as “Store” (“Store”). Together, the ATMPA and Placement Form(s) constitute the “Agreement”. Store and Operator each may be referred to individually as a “party” or collectively as the “parties”.

The Company wishes to install an Automated Teller Machine (“ATM”) in a portion of the Premises on the terms and conditions set out in this Agreement and the Merchant/Owner agrees to have the Company place an ATM on the Premises.

IN CONSIDERATION of the mutual covenants and agreements set out in this Agreement, the parties agree as follows:

  1. TITLE TO THE ATM

The ATM shall remain the personal and movable property of the Company, notwithstanding the manner in which it may be attached to the Premises. The Merchant/Owner acknowledges that title to the ATM belongs exclusively to the Company, and that the Merchant/Owner has no right, title or interest in the ATM. The Merchant/Owner shall Defend the ATM and keep it free of all security interests, mortgages, liens, claims, charges or other encumbrances of any party claiming through the Merchant/Owner or through any agent, tenant, sub-tenant, licensee or similar person occupying the Premises. The Merchant/Owner shall execute all assurances as may be reasonably requested from time to time by the Company, at the Merchant/Owner expense, to protect the Company’s interests in the ATM.

2.LOCATION OF THE ATM

The Merchant/Owner grants to the Company, the exclusive right to install, maintain and operate an ATM in a location on the Premises to be mutually agreeable to both parties. The Company will install the ATM in a location which will enhance its frequent use. The Merchant/Owner agrees to install and display in the best location, all interior and exterior signage provided by the Company. The Merchant/Owner is responsible for the cost of loss or damage to all signage provided by the Company.

 

3. ATM SPECIFICATIONS / NSTALLATION / OPERATION

The Make and Model and Serial Number will be determined by the Company at initial Placement and may vary from premises. The ATM may also be replaced during the term of this Agreement. Power Requirements: 110 Volt, 15 Amp Single Use Plug-in within three (3) feet of the ATM. Communication Requirements: CAT5/6 Internet Line. A Data Quality Line may be necessary to operate certain models of ATMs at certain locations where the Voice Quality Line is inadequate. Costs for delivery and installation of the ATM shall be the responsibility of the Company. Costs of any improvements to premises required in connection with the installation and placement of the ATM shall be the responsibility of the Merchant/Owner. The Merchant/Owner shall be solely responsible for services and utilities payable in respect to the Business, the Premises & the ATM including providing a dedicated phone line or Internet connection & power source. The Company shall provide and load the receipt paper required by the ATM and ensure that the ATM has sufficient receipt paper at all times.

4. ATM PLACEMENT FORM: 

a. In order to be valid, each Placement Form must be signed by both Operator and Store. This Agreement, including the ATMPA, shall be effective provided the Placement Forms are valid and not terminated or expired.

b. Governing Terms. The terms of this ATMPA shall be and are incorporated into each applicable Placement Form. Where this ATMPA conflicts with a Placement Form, the ATMPA shall govern subject to this subsection. Operator may, but is not obligated to, add special terms in the Placement Form under the section called "Special Terms" ("Special Terms"). These Special Terms shall only govern over the terms of this ATMPA in the event of conflict as such conflict relates to pricing, Disconnection Fee(s) (defined below), and delivery of an ATM but in respect of no other terms and conditions provided under this ATMPA.

c. Additional Entities and Successors. Where Store indicates that a Premises is owned by a different entity owned by or which is a subsidiary of Store, as indicated in the "Additional Entity" column on the Placement Form, ("Additional Entity"), then Store hereby, on behalf of the Additional Entity, undertakes to inform such Additional Entity of the following obligations and cause it to: i) abide by the restrictions contained in this Agreement, and ii) grant Operator the same rights as described in this Agreement. Store agrees that it shall be jointly and severally liable for the acts and omissions of such Additional Entity and its personnel as if the same were the acts and omissions of Store. Store further, on behalf of Additional Entities and any successor tenants of the underlying real property or landlords of the underlying real property of the Premises, undertakes to inform such successor tenants and landlords of the underlying real property of the Premises of and cause them to abide by the terms and conditions contained herein. In the event of a sale of any Premises by Store, Store shall fully cooperate with Operator in fully binding such successor tenants and/or landlords (as applicable) to the terms of this Agreement. If Store is a landlord, as indicated on a Placement Form, Store shall and hereby undertakes to inform any and all tenants of the Premises of and to cause them to abide by the terms and conditions of this Agreement. Where Store is a tenant of the Premises at the time of entering into this Agreement and subsequently no longer is a tenant or otherwise no longer has the ability to perform under this Agreement, Store shall not be entitled to any Store Fee(s). Where Store is a landlord of a Premises at the time of entering into this Agreement and subsequently no longer owns such Premises or otherwise is unable to perform hereunder, Store shall not be entitled to any Store Fee(s). Store, if Store and/or any of its individual Additional Entities are a tenant of a Premises, has an affirmative duty to obtain a signed copy of Operator's then-standard form joinder agreement, as provided by Operator, signed by the landlord of each Premises ("Joinder"). Failure to obtain any and all such Joinder after thirty (30) days of the Effective Date shall be, without limitation, deemed a breach of this Agreement.

5. LICENSE / LICENSED PRODUCT

The Company grants to the Merchant /Owner and the Merchant/Owner agrees to accept, a non-exclusive, non-transferable, revocable License to use the ATM System (The “Licensed Product”) at the Premises. The Merchant/Owner agrees not to use, copy, or modify the Licensed Product or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this Agreement. The Merchant/Owner agrees not to sub-license, assign, or transfer the License or the Licensed Product, except as expressly provided in this Agreement.

 

6. SCOPE OF THE AGREEMENT

This Agreement sets forth all the respective rights and obligations of the Merchant/Owner and the Company with respect to the Company providing electronic funds transfer services to the Merchant/Owner for the ATM installed at the Premises.

7. TRANSACTION FEE ARRANGEMENT

The Company agrees to pay the Merchant/Owner their portion of the approved transactions (Surcharge) Fee on the Interac network only, and will include any and all taxes. The Merchant/Owner hereby grants the right to the Company to redirect the Merchant/Owner’s share of the Transaction (Surcharge) Fee revenue to the Company to cover any past due invoices, vandalism charges or Interac sanction fee's owed by the Merchant/Owner to the Company. The Company shall direct deposit into Merchant/Owner specified deposit account(s), Merchant/Owner share of approved Surcharge revue on the 15th of each month – for prior months approved transactions.

8. MONTHLY TRANSACTION VOLUME

At any time following the installation of the ATM, the Company may, at its option, terminate this Agreement and remove the ATM from the Premises if the total number of transactions being processed by the ATM is less than 100 per month. The Company shall exercise this option by providing the Merchant/Owner with notice of its intention at least seven (7) days prior to terminating this Agreement and removing the ATM. The Merchant/Owner agrees not to give cash back from his/her Interac P.O.S. (Point of Sales) Terminal(s) during the term of this Agreement.

9. CASH LOADING AND REIMBURSMENT  ( COMPANAY ) OR ( MERCHANT ) AND INITIAL THE SECTION THAT APPLIES TO CASH LOADING AND REIMBURSMENT

( A ) The Merchant/Owner agrees to keep the ATM supplied with an adequate amount of cash in order to service the operation of the ATM or with a minimum of $2500 at the opening of each business day with consideration given to the activity level expected to be incurred during that day. The Company will ensure that the Merchant/Owner’s bank account is credited with the exact dollar amount of the completed debit transactions (the Settlement Funds) and the Merchant/Owner’s share of the Transaction Fee revenue outlined in Section 6 above, conducted through the ATM for any particular day. Such crediting shall occur within two (2) normal banking days of the date upon which the transactions occurred subject to processing network technical difficulties and extended bank holidays.

( B ) The Company agrees to keep the ATM supplied with an adequate amount of cash in order to service the operation of the ATM on a daily basis with consideration given to the activity level expected to be incurred during that day. The Company will ensure that the Merchant/Owner’s bank account is credited with the Merchant/Owner’s share of the Transaction Fee revenue outlined in Section 6 above, conducted through the ATM for any particular day. Such crediting shall occur as outlined in Section 6 above. 

10. INSURANCE AND INDEMNITY

The Merchant/Owner shall, at its own expense, procure and maintain in good standing insurance covering the ATM for such risks and for the value indicated in Section 3 or as the Company shall require in a form and with insurers acceptable to the Company, together with liability insurance satisfactory to the Company in an amount not less than $1,000,000 per occurrence. All such policies shall name the Company as an insured, and shall provide that they may not be canceled or altered without at least ten (10) days prior notice to the Company. The Merchant/Owner is under an absolute duty to ensure that the ATM is used and operated in compliance with the terms and conditions of such insurance policies. The Merchant/Owner will at its expense make all proofs of loss and take all other steps necessary to recover insurance benefits unless advised in writing that the Company desires to do so at the Merchant/Owner’s expense. Proceeds of insurance and the amount of any deductible shall be disbursed to the Company against satisfactory invoices for repair or replacement of the ATM. The Merchant/Owner will obtain a waiver of subrogation, if necessary, in favor of the Company in respect of all such insurance policies.

A) CERTIFICATE OF INSURANCE FROM THE MERCHANT/OWNER’S INSURER OUTLINING THE COVERAGE AND NAMING THE COMPANY AS “THE PAYEE IN CASE OF LOSS OR DAMAGE” SHALL

BE PROVIDED TO THE COMPANY BY THE MERCHANT/OWNER PRIOR TO INSTALLATION OF THE ATM. The Merchant/Owner acknowledges and agrees that the Company is not responsible for damage caused to the Premises from any break-in or attempted break-in by any third party who may or may not be attempting to damage, vandalize, rob or steal money from the ATM. Additionally, the Company is not responsible for insuring the money in the ATM nor for insuring against vandalism caused to the Premises or the ATM, all of which shall be insured against by the Merchant/Owner. The Merchant/Owner will be responsible for any costs, loss, damages, claims or proceedings brought against or suffered by the Company either as a result of the negligent mishandling of the ATM or the willful misconduct by those for whom the Merchant/Owner is responsible except as outlined herein. In order to ensure that the ATM is operated in the most secure manner possible, the Merchant/Owner agrees to remove all cash from the ATM and ensure that the doors to the ATM are unlocked and in open position during hours when the Business is not open or security is not maintained by the Merchant/Owner’s on-site personnel.

 

B)WHEREAS THE CUSTOMER/OWNER HAS ENTERED INTO AN AGREEMENT WITH ATM TOKEN GROUP SERVICES TO PROVIDE SERVICES AND/OR EQUIPMENT RELATED TO ATMS. AND WHEREAS THE CUSTOMER CONDUCTED BUSINESS WITH OR PRIOR TO THIS AGREEMENT WITH ATM TOKEN GROUP SERVICES AFORESAID. NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS: THE PARTIES HERETO AGREE THAT THE CUSTOMER HAS WARRANTED TO ATM TOKEN GROUP SERVICES THAT IS NOT NOW UNDER ANY CONTRACTUAL OBLIGATION WHATSOEVER WITH ANY COMPANY OR CORPORATION IN ANY CAPACITY WHATSOEVER. THAT ATM TOKEN GROUP SERVICES IS RELYING ON THE WARRANTY AFORESAID IN AGREEING TO PROVIDE SERVICES AND EQUIPMENT TO THE CUSTOMER. THAT THE CUSTOMER HEREBY INDEMNIFIES ATM TOKEN GROUP SERVICES AND SAVES THEM HARMLESS AGAINST CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION ARISING FROM OR IN ANY WAY RELATED TO THE CUSTOMERS PREVIOUS CONTRACTUAL DEALINGS WITH SAID COMPANY OR CORPORATION OR ARISING FROM OR IN ANY WAY RELATED TO ATM TOKEN GROUP SERVICES CONTRACT WITH THE CUSTOMER. THIS AGREEMENT SHALL ENDURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE ASSIGNS AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ALBERTA WHICH SHALL BE THE FORUM FOR ANY DISPUTE ARISING HERE FROM.

10. DISCLOSURE OF CONFIDENTIAL INFORMATION

The Merchant/Owner shall maintain the confidence of and safeguard this Agreement and all of the confidential or proprietary information provided to it for the purposes of entering into this Agreement and agree not to use such information for his/her own or anyone else’s benefit, except as necessary to carry out this Agreement. This obligation of confidentiality shall continue during the term of this Agreement and for a period of two (2) years thereafter and shall apply to all employees, agents, affiliates and other representatives of the Company and the Merchant/Owner. To the extent that this provision applies to persons who are not parties to this Agreement, the parties within their control will ensure any such persons will execute Agreements binding them to this provision.

A. For the purpose of this Agreement, confidential and proprietary information shall mean any information and data of a confidential nature, including but not limited to customer names, vendors, proprietary, developmental, technical, marketing, operations, performance, cost know-how, business and process information, and all record bearing media containing or disclosing such Information and techniques which may be disclosed or discovered by either party.

B. All confidential information exchanged between the parties pursuant to this Agreement shall:

(i) be treated by the Company and the Merchant/Owner with the same degree of care to avoid             disclosure to any third party as is used with respect to his/her own information of like importance Which is kept secret? 

(ii) not be used by the Company or the Merchant/Owner for his/her own purpose or any other purpose except the purpose set forth herein, without the express prior written permission of the other party; and

(iii) remain the property of the party providing the information and be returned to the party providing the information (along with all copies thereof), within thirty (30) days of receipt by either party of a written Request from the other, or automatically upon termination of this Agreement.

11. REPORTS

The Company agrees to mail, fax, transmit or make available on the Internet, the Merchant/Owner’s monthly summary reports of completed transactions at the Merchant/Owner’s ATM terminal at their request only.

 

12. OPERATING INSTRUCTIONS/NETWORK LEGAL COMPLIANCE

The Company may from time to time provide the Merchant/Owner with Operating Instructions governing the operation of the ATM System and/or instructions and specifications necessary for compliance with Interac network rules and regulations. The Merchant/Owner agrees to comply with all such instructions as may be in effect from time to time. The Merchant/Owner understands and agrees to be responsible for compliance with all federal, provincial and local laws and regulations and liability or expenses related thereto. To the extent that it will appear at any time or be determined that performance, in whole or in part by the Merchant/Owner as herein stipulated, would be in conflict with any legal requirements imposed by such authorities, the Agreement upon written notice by the Company to the Merchant/Owner, will become and remain inoperative.

13. TERM

This ATMPA shall remain in effect and shall be binding so long as an applicable Placement Form remains effective and until such time as each applicable Placement Form between the parties is terminated or expires in accordance with the terms and conditions of this Agreement. Each Placement Form shall be effective from the date listed as "Effective Date" on that Placement Form ("Effective Date"). The Placement Form shall, beginning upon the Effective Date, grant Operator the right to install an ATM at each of the Premises listed on that Placement Form. This right to install is irrevocable by Store, and Operator reserves the sole discretion as to when and how each ATM shall be installed. For clarity, any delay or failure by Operator to install an ATM shall not be deemed a breach of this Agreement by Operator. Each Placement Form shall be for the number of years indicated on the Placement Form as "Term," which shall begin upon the date of the first installation of an ATM at a Premises (the "Initial Term"), unless amended or terminated by written agreement signed by both Operator and Store, or terminated as set forth below. Upon the expiration of the Initial Term, the Placement Form will automatically renew for subsequent additional four (4) consecutive terms of five (5) years each, each equal to the period of time of the Initial Term. In the event that the Company exercises its option to renew as aforesaid, all of the terms and conditions of this Agreement shall apply to the renewal term, save and except that the Company’s right to further renewal shall be reduced by one accordingly. The Company shall have the first right of refusal for a period of one year after the expiry of this agreement to match any competitors offer to provide processing services to customer or to sell, lease, rent or place an ATM in the customers premise described at the beginning of this agreement, customer agrees to provide the company with a copy of each competitors written and signed offer on their company’s letter head.

14. ACCESS TO THE PREMISES FOR INSTALLATION AND SERVICE

The Company or their Agent shall be allowed access to the Premises, effective the date of execution of this Agreement, to install the ATM. The Company or its Agent shall be allowed access to the Premises’ electrical panel and telephone lines. The Company will use its best efforts to install the ATM in a manner, which shall minimize, to the extent possible, disruption to the Merchant/Owner’s business. The Merchant/Owner shall not move, alter, remove or otherwise tamper with the ATM in any manner whatsoever without the prior written consent of the Company. The Merchant/Owner shall permit his/her customers to use the ATM during the Merchant/Owner’s normal business hours and shall not obstruct access to the ATM. The Merchant/Owner shall also allow the Company, its employees and Agents, access to the Premises to service, supply and repair the ATM and when permitted by this Agreement, to remove the ATM or the cash in the ATM and place such cash in the custody of the Merchant/Owner or their agent. In the event that access to the Premises is required by the Company outside of the normal operating hours of the Merchant/Owner, the Merchant/Owner shall consent to such access, but the Company shall be responsible for maintaining security, if any. The Company shall schedule delivery and installation date with the Merchant/Owner. The initial cost of install shall be at the Companies expense. If a second visit is required to complete and/or deliver the ATM due to premises not being ready to accept delivery, adequate space for ATM placement, no power or communication ready; a fee of $695.00 will be charged for a return trip payable by the Merchant/Owner. Any miscellaneous work will be charged and payable by Merchant/Owner at a rate of $154.00/hour, such as but not limited to: moving merchandise, moving furniture, running power lines, running communication lines.

Prior to any install of the ATM, the Merchant/Owner agrees to:

A) Provide a 3’x3’ floor space in a high traffic area of the premises for ATM placement.

B) If required, complete any GPR floor scan prior to install, at the expense of Merchant/Owner.

C) If no GPR scan is to be competed by Merchant/Owner, Merchant/Owner will hold no liability for damages against Company.

D) Provide and maintain power outlet and communication as per Section 3 above.

 

15. LIMITATION OF LIABILITY

The Merchant/Owner shall pay any taxes, rates or assessments levied by any governmental authority relating to the use or operation of the ATM from the Premises and will indemnify and save harmless the Company to the extent that the Company is subject to loss or costs arising out of the Merchant/Owner’s failure to do so. Except as expressly provided in this Agreement, the Company shall not be liable for any indirect, special, consequential or punitive damages arising out of the use or marketing of the ATM System or the Licensed Product by the Merchant/Owner and his/her customers. In the event that the Merchant/Owner breaches this Agreement, all monies which remain payable to the Company during the initial term and the four (4) subsequent terms will be calculated by the Company and will constitute a liquidated debt owed by the Merchant/ Owner, without abatement, set-off, deduction for failure to mitigate the Company’s loss or any other deductions and the Merchant/Owner will fully indemnify the Company for any costs associated with any legal or other enforcement action, including legal costs. The Merchant/Owner acknowledges that neither The Company, or its agents or employees caused or encouraged the merchant to break, breach or terminate any past, present, or existing ATM Processing Agreement in place between the Merchant/Owner and any other ATM transaction processing company.

16. REMOVAL OR RELOCATION OF THE ATM

(a) If the Company terminates this Agreement under Sections 7, or the Merchant/Owner terminates this Agreement due to a default by the Company under Section 24, then the Company will, at its own expense; move the ATM and all advertising and signs that were installed by the Company;

(b) If the Company terminates this Agreement due to a default by the Merchant/Owner under Section 24, then the Company will, at the Merchant/Owner’s expense, remove the ATM and all advertising and signs that were installed by the Company at a cost of $695.00.

(c) If the Merchant/Owner requests the removal of the ATM for any reason or The Company removes the ATM due to the Merchant/Owner failing to adhere to the terms and conditions of this Agreement, The Company retains the rights of this Agreement to the location for one year from the date of removal at a cost of $695.00

(d) If the Merchant/Owner requests the relocation of the ATM within the same Premises, the Company will do so at a cost of $695.00, as per Section 14 above.

 

17. ADVERTISING, MARKETING PROGRAMS AND TRADEMARKS

The Company may install exterior and interior signs at the Premises identifying the presence of the ATM on the Premises.

The Company may implement standardized advertising materials and marketing programs on a national, regional or local level in the form and media as it determines, in its sole discretion, to be effective and economical. The cost of these advertising and marketing activities shall be paid for by the Company, however, the Merchant/Owner agrees to cooperate and assist in the implementation of any such activities and programs as directed by the Company. The Merchant/Owner agrees, as partial consideration for the covenants contained herein, to use only promotional materials provided by the Company with respect to the ATM in order to have uniformity in all of the Company’s ATM locations. The Company will from time to time, formulate, develop, produce and conduct campaigns to enhance the ATM’s and the general publics recognition and acceptance thereof. The Merchant/Owner acknowledges that the Company is the owner of the name and either has or is considering establishing various different trademarks to be used in connection with the ATM (collectively the “Trademarks”). Once the Trademarks are registered, the Merchant/Owner shall be entitled to use them provided the Merchant/Owner complies with the terms and conditions of this Agreement. The Merchant/Owner’s right to use the Trademarks in connection with the ATM shall immediately cease and this Agreement shall be immediately terminated in the event that the Merchant/Owner fails to perform any of the covenants and obligations contained herein. Nothing contained in this Agreement shall be construed to vest in the Merchant/Owner any right, title or interest in or to the Trademarks, the goodwill now or hereafter associated therewith or any right in the design of any ATM or marketing materials of the Company. The Merchant/Owner shall adopt and use the Trademarks only in the manner expressly approved of by the Company and only in association with the ATM installed by the Company in accordance herewith. No advertising by the Merchant/Owner or the use of the Trademarks shall contain any statement or material which may, in the sole judgment of the Company, be in bad taste or inconsistent with the Company’s public image. The Merchant/Owner shall not use any advertising which has been disapproved by the Company in accordance with the provisions of this Section 17.

18. UNAUTHORIZED USE

The Merchant/Owner hereby agrees to maintain procedures reasonably designed to avoid any unauthorized or illegal use of the Licensed Product. The Company shall have no liability to the Merchant / Owner or his/her customers or any other party for any unauthorized or illegal use of the Licensed Product.

19. MISCELLANEOUS

Governing Law. This Agreement shall be in all respects governed by, construed and enforced in accordance with the laws of the Province of Alberta, including all matters of construction, validity, and performance. Unless the Company elects to bring action elsewhere, any dispute regarding the relationship of the Company and the Merchant/Owner (including any disputes involving employees or agents of those parties) will be determined by the courts located in the City of Calgary, Alberta

Relationship of the Parties. It is expressly understood and acknowledged that it is not the intention or purpose of this Agreement to create, nor shall the same be construed as creating, any type of partnership, relationship or joint venture.

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

 

NOTICES

Where it is required in the Agreement that notice be given, the notice shall be in writing and shall be delivered in person, or sent by registered mail postage prepaid or by way of facsimile transmission to the parties at the following addresses:

To the Merchant/Owner at:    As listed on Placement Form

Contact Name:  As listed on Placement Form                                                   

 

To: ATM Token Group Services Inc.

Address: 2949 – 17 AVE S.E, STE 182, CALGARY, ALBERTA T2A 0P7 Ph:

Phone:     1-877-567-6433                                                                           

E-Mail:      legal@atmtoken.com

                                           

Any notice shall be deemed to have been given on the date on which it is delivered, or on the third business day following the mailing of the notice, or on a date which the facsimile transmission is received by the addressee, and in the case of mailing subject to the duration of any interruption in the postal services.

 

20. EXCLUSIVITY

The Merchant/Owner agrees to use the Company as the exclusive provider of data processing and other related services for the ATM at the Premises during the full term of this Agreement. The Merchant/Owner will not allow any of the Premises or any parts thereof to be used by any bank, Trust Company or other business that accepts money on deposit or operates any other competitive ATM machine. The Merchant/Owner shall obtain from any successor, tenant, sub-tenant, agent, licensee or other person occupying the Premises an Agreement in favor of the Company to the same effect as contained above as if such person were a party to the Agreement. In the event that the Merchant/Owner breaches this provision, the Merchant/Owner assigns any right it may have in any Agreement with such third parties as induced the breach. If the ATM is removed at the Merchant/Owners request, or due to the Merchant/Owner not adhering to the terms and conditions herein, the Company shall retain the right to place any equipment or services on the premises for one year from the date of removal. Company shall have first right of refusal for all new stores and/or locations under this agreement.

21. PURCHASE OF AN ATM

If the Merchant/Owner wishes to purchase the Placement or a new ATM from the Company, and the Company agrees, the Merchant/Owner agrees to sign a new ATM Processing Agreement with the Company.

22. TRANSFER OR ASSIGNMENT

The Merchant/Owner will give the Company sixty (60) days’ notice in writing prior to any transfer by the Merchant/Owner of its interest in the Premises or Business to any other party or change or control of the ownership of the Merchant/Owner, where the Merchant/Owner is a corporation. If the Merchant/Owner sells or transfers in any way the Premises, the Merchant/Owner must assign this Agreement to the new Owner or have the new Owner sign a new ATM Transaction Processing Agreement with the Company. The Company may assign this Agreement to any other person, partnership or Corporation without notice to the Merchant/Owner.

23. TERMINATION

Either party may terminate this Agreement if the other party continues in default of any of its obligations Ninety (90) days after receipt of written notice from the other specifying the default. The Company may terminate this Agreement, without notice, in the event that the Company no longer provides processing and other services relating to ATM operation.

 

24. REPRESENTATIONS

The Merchant/Owner represents that he/she has the full right and authority to enter into this Agreement.

25. SUCCESSORS AND ASSIGNS

This Agreement shall inure to the benefit of and be binding upon the parties and their respective benefactors, administrators, successors and assigns.

 

26.ENTIRE AGREEMENT

This Agreement forms the entire Agreement between the parties and shall not be modified, amended or replaced except by a further written Agreement executed by both parties. Any representations made by the Company prior to the signing of this Agreement are not binding to the extent they are not specifically reflected in this Agreement.

Effective January 15 2023

Thank you for choosing ATM Token Group.

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