STRATEGIC ALLIANCE AGREEMENT

 

 

                          STRATEGIC ALLIANCE AGREEMENT

 

   This Strategic Alliance Agreement (the "Agreement") is made by and between

 

         Direct Card Services, LLC, a Delaware Limited Liability Company

              having an address at 31416 W. Agoura Road, Suite 240

                   Westlake Village, California, 91361 USA and

                 ROI Media Solutions, LLC, a California Limited

                   Liability Company having an address at 4337

                           Marina City Drive #349ETN,

                         Marina del Rey, CA, 90292, USA

                        (hereinafter collectively "DCS")

 

and

 

              INFO TOUCH USA, INC., a Washington State corporation

                 having an office located at 999 Third Avenue, ,

                             Seattle, WA, 98104 USA

 

                                     ("IFT")

WHEREAS:

 

A      DCS is in the business of creating, developing and offering stored value

      bankcard and debit card solutions and products;

 

B      IFT is in the business of designing, developing, deploying, and managing

      self-service kiosk applications, kiosk(s), automated teller devices,

      client server networks, WiFi networks, and other electronic devices ("IFT

      Devices") as well as facilitating transactions via said IFT Devices;

 

C      IFT and DCS believe that offering DCS's services and products through IFT

      Devices and existing and future networks is a complementary business

      opportunity.

 

D      DCS and IFT both desire to market, sell, promote and leverage each others

      existing and future products, and services, to the mutual benefit of each

      company's business;

 

E      IFT and DCS wish to work cooperatively to integrate the required DCS

      technology and products to the IFT processing platform and DCS will

      provide all of the necessary processing services to IFT for remitting the

      transactions in order to enable payments of DCS partners' products and

      services from IFT Devices;

 

F      IFT and DCS wish to collaborate in the deployment of IFT Systems in

      suitable DCS location partners' places of business in order to enable

      DCS's products and services, and facilitate transactions of other

      unrelated IFT Products and Services; and

 

 

NOW THEREFORE IN CONSIDERATION of the mutual promises and covenants hereinafter

set forth, and for other good and valuable consideration (the receipt and

sufficiency of which the Parties acknowledge), the Parties agree as follows:

 

 

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1.     DEFINITIONS;

 

1.1 In this Agreement (including the recitals hereto and this section) the words

and phrases set forth below shall have the meaning ascribed, namely:

 

  "Confidential Information" shall mean: any information provided by either party

or prepared by either party (either oral, written or digital) reviews of such

information, technical data, or know-how provided to either party by the other

(including any director, officer, employee, agent, or representative of the

other) or obtained by either party from the other (including any director,

officer, employee, agent, or representative of the other) including but not

limited to, that which relates to research, Software plans, products, services,

customers, customer information including but not limited to e-mail addresses,

financial information, and authentications, markets, software, developments,

inventions, processes, designs, drawings, engineering, hardware configuration,

information, marketing or finances of the disclosing party.

 

"Convenience fee" shall mean: the fee paid by customers per transaction for

certain types of transactions performed at an IFT Device.

 

"Convenience Retail Business" shall mean stores similar in size to and offering

similar product and service options as those offered by a typical 7-11(R) or

Circle-K(R) convenience store and shall specifically exclude the retail grocery

category, including major grocery chains, local independent full-sized and

smaller grocery stores or chains.

 

"DCS Devices" shall mean: kiosk applications, kiosk(s), automated teller

devices, client server networks, Wi-Fi networks, and other customer facing

electronic devices for which DCS was or is financially responsible for

deployment.

 

"Effective Date" shall mean the date set forth on the signature page hereof.

 

  "IFT core network(s)" shall mean: Locations where IFT has a significant role in

the operation of a network of kiosks.

 

"IFT Commission(s)" shall mean: the portion of the Convenience Fee payable to

IFT for its role in facilitating transactions via the DEVELOPED Application.

 

"IFT Devices" shall mean: kiosk applications, kiosk(s), automated teller

devices, client server networks, Wi-Fi networks, and other customer facing

electronic devices for which DCS is not financially responsible for deployment

and where IFT or one of its distribution partners is responsible for the

agreement governing the placement of the device in the specific location.

 

"IFT Intellectual Property" means IFT Software, Kiosk Management Services Plan,

and the software, working papers, notebooks, documents, records, memoranda,

drawings, operating instructions, know-how, and trade secrets that has been

developed and acquired by IFT with respect to the management and operation of a

kiosk terminal, including but not limited to, the Surfnet Premiere domain name,

trade and service marks.

 

"IFT Marks" shall mean the trademarks, service marks, logos, slogans, trade

dress and other proprietary descriptions listed on Schedule D attached hereto as

such list may be subsequently amended from time to time by IFT in writing.

 

 

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"IFT third party device(s)" shall mean: devices owned, managed and/or operated

by third parties where IFT software and technology is used but IFT's role is

limited to the provisioning of software and technology.

 

"IFT Kiosk" shall mean: a customer facing, self-service, automated, WiFi enabled

terminal capable of providing products and services including but not limited to

bill presentment, bill payment, prepaid wireless, pre-paid long distance, mobile

content, metered access and such other services.

 

"IFT Location Partner" shall mean: any retail business working with IFT.

 

  "IFT Software" means Surfnet Premiere Software and IFT's computer programming,

formatting code, source code, object code, definitions, functionality, screens,

icons, data, information, documentation, operating instructions, records,

memoranda, drawings including not limited to, any files necessary to make forms,

buttons, check-boxes, and similar functions and underlying technology or

components, such as animation templates, interface programs which link

multimedia and either programs, customized graphics, manipulation engines, and

menu utilities, whether in database form or dynamically driven developed by IFT

and used inter-alia to operate and maintain a Kiosk and the Network.

 

  "IFT Transaction(s)" shall mean: transactions made on IFT devices.

 

"DEVELOPED Application(s)" shall mean: the IFT client/server application

operating on IFT devices that enables DCS's debit card products and services to

interface with the IFT devices within the Surfnet Premiere environment.

 

"DCS Intellectual Property" means DCS technology and source code, and the

software, working papers, notebooks, documents, records, memoranda, drawings,

operating instructions, know-how, and trade secrets that has been developed and

acquired by DCS with respect to the management and operation of its bankcard

programs known as The Personal Advantage Media MasterCard(R), including but not

limited to, Personal Advantage Media MasterCard(R) website, sales and marketing

materials, bankcard program, logos and trade and service marks.

 

"DCS Location Partner" shall mean: a retail business working with DCS.

 

"DCS Payment Enabled Device(s)" shall mean: IFT Device(s) and DCS Device(s) that

have been identified in Schedule A from time to time.

 

  "Media Screen" shall mean: a television or computer monitor either enclosed

within a Kiosk enclosure or separate and apart from the Kiosk.

 

"Surfnet Premiere Software" shall mean: IFT's proprietary kiosk security and

management software platform.

 

"Self Service Application" shall mean: applications developed by IFT independent

of the DEVELOPED Application including but not limited to Bill Payment,

Pre-payment, Wi-Fi and Metered Access applications.

 

"Service Partner" shall mean: any third party contracted by IFT to conduct

services required to operate and maintain the kiosks.

 

 

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1.2 The parties hereby confirm and ratify the matters contained and referred to

in the Preamble to this Agreement and agree that same and the various schedules

hereto are expressly incorporated into and form part of this Agreement.

 

1.3 The schedules attached hereto are incorporated into this Agreement by

reference and deemed to form a part thereof. The Schedules to this Agreement are

as follows:

 

Schedule "A"       List of DCS Payment Enabled Kiosks

Schedule "B"       Upfront Fees

Schedule "C"       Marketing Services

Schedule "D"       IFT Marks

Schedule "E"       DCS Marks

Schedule "F"       Custom Developed Application

Schedule "G"       Products Marketing Agreement

 

1.4 Wherever the singular, plural, masculine, feminine or neuter is used

throughout this Agreement the same shall be construed as meaning the singular,

plural, masculine, feminine, neuter, body politic or body corporate where the

fact or context so requires and the provisions hereof and all covenants herein

shall be construed to be joint and several when applicable to more than one

party.

 

1.5 All references to currency in this Agreement are in US dollars.

 

2      Grant of Marketing Rights:

 

2.1    Subject to the terms and conditions of this Agreement, DCS hereby grants

      to IFT a non-exclusive right to market and promote DCS Products on certain

      IFT Devices mutually agreed upon by both parties for the term of this

      agreement. The initial list of DCS Payment Enabled Kiosk locations is set

      out in Schedule A and may be modified from time to time by mutual

      agreement of the parties provided that;

 

      a)     IFT shall be free to offer or promote products that are similar to

            or in competition to the DCS Products on any IFT Device as well as

            develop direct links to other products and/or services that may

            already be offered by DCS without first obtaining permission from

            DCS subject to the terms of Section 3.7; provided, however, that IFT

            shall be precluded from offering any similar or directly competitive

            products to the DCS products on any DCS Device absent the express

            written consent first obtained from DCS unless: (a) said DCS

            Location Partner is already an IFT Location Partner, or (b) said DCS

            Location Partner is in the Convenience Retail Business. In any and

            all situations not covered by the terms of this paragraph 2.1(a),

            IFT and DCS agree to work together in good faith for the benefit of

            both parties.

 

      b)     IFT shall be free to offer or promote such other Self Service

            Applications on IFT Devices as IFT may chose in its exclusive

            discretion.

 

2.2    Subject to the terms and conditions of this Agreement, DCS hereby grants

      to IFT a non-exclusive right to offer Self Service Applications on DCS

      Devices mutually agreed upon by both parties for the term of this

      agreement.

 

2.3    IFT agrees that it will provide DCS with marketing services in DCS Payment

      Enabled Kiosk Locations subject to and consistent with Schedule C appended

      hereto.

 

2.4    In connection with this Section 2 the parties acknowledge that it is the

      intention of the parties to coordinate and expedite the marketing and

      loading opportunities of the DCS bankcard and debit card programs using

      IFT kiosks located at IFT Location Partners now existing or as may be

      hereinafter established through the combined efforts of the parties. IFT

      Location Partners will at their sole discretion dictate ability to provide

      marketing and loading of DCS bankcard and debit card programs and assuming

      permissions are granted by IFT Location partners then the IFT Location

      Partner will dictate opportunities to market and load said DCS bankcard

      and debit card programs. Accordingly, references made to Exhibit "G"

      entitled "Products Marketing Agreement" which agreement is incorporated by

      reference.

 

 

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3      IFT General Obligations:

 

3.1 During the term of this agreement IFT shall provide to the DCS Payment

Enabled Devices listed in Schedule A, which may be amended from time to time,

the following services;

 

      a)     technical and software support and maintenance services to enable

            DCS Products to be offered for sale including the installation and

            maintenance of the DEVELOPED Application(s).

 

      b)     when available the marketing services as setout and described in

            Schedule C.

 

The foregoing are collectively referred to as "the Services".

 

3.2 IFT shall determine the method, details, and means of providing the

Services. IFT may engage Service Partners in order to assist IFT in the

performance of the Services, provided however, that any person so engaged shall

be subject to provisions of this Agreement, including covenants of

confidentiality.

 

3.3 IFT will during the term use its reasonable best efforts to keep the DCS

Payment Enabled Device(s) listed on Schedule A operational and the DEVELOPED

Application(s) functioning, however, DCS acknowledges that the kiosk operations

and the provision of the Services is dependent upon a number of variables

including but not limited to:

 

      -      Internet connectivity,

 

      -      Telecommunications network infrastructure and reliability

 

      -      Location of the IFT Device(s) and the activities of the location

            provider.

 

3.4 IFT will not be responsible for any loss of revenue or sales or any other

damages or loss of any nature or kind suffered by DCS, caused by or related to

any down or lost time during which the DCS Products are off line or not

functioning and as a result not available to the public whether caused as a

result of one or more kiosks being off line or malfunctioning or a failure with

respect to the DEVELOPED Application(s).

 

3.6 IFT will provide to DCS on a limited basis the Media Screen marketing

services described in Schedule C, as modified from time to time provided that

IFT will in its exclusive discretion determine:

 

      1- In which locations the services will be provided

      2- The content and/or message displayed on the media screens

 

The terms and conditions of this Section are subject to the provisions of

Section 2.3, above.

 

3.7 DCS acknowledges and accepts that during the term of this agreement IFT

maintains relationships with third parties to offer products and payments that

are in direct competition to DCS. There will be no restrictions to IFT

developing additional direct relationships with other third parties or other

transactional links to stored value card product and service providers for

facilitating such other services.

 

 

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4      DCS General Obligations:

 

4.1 The offer of bankcard and debit card services is core to DCS's business

model, profitability and economic sustainability. Due to this fact, DCS will

continue to enlist retailers as co-marketers of DCS's bankcard and debit card

products and services, and facilitate DCS transactions via other DCS Devices

including clerk assisted point of sale terminals and Self Service Kiosks

provided by Kiosk companies other than IFT.

 

      a)     Retailer Relationships.

 

            i.     During the term of this Agreement DCS maintains direct

                   relationships with specific retailers who act as hosts for DCS

                  products and services. There will be no restrictions to DCS

                  developing additional direct retailer relationships and/or

                  contracts for facilitating the loading and sale of its

                  bankcard and debit card products and services provided that

                  the retailer in question does not already maintain a

                  contractual relationship with IFT.

 

            ii.    DCS and IFT agree to uphold the fee structure and revenue

                  sharing arrangement outlined in Schedule B regardless of

                  whether the DEVELOPED application is residing on an IFT

                  Device, an IFT third party device or in a DCS location where

                  IFT has agreed to process transactions for DCS.

 

      b)     Kiosk Based Bill Payment Solutions. DCS may utilize competing Kiosk

            Products/Services from different kiosk companies provided that:

 

            i.     it is required to do so in order to fulfill current or future

                  contractual obligations,

 

            ii.    IFT does not currently offer the capability and declines to

                  provide the Kiosks and Ongoing Kiosk Maintenance Solution to

                  DCS for the same price and performance level as the

                  alternative Kiosk Products/Services Company and/or within a

                  satisfactory timeframe, or

 

            iii.   DCS receives materially better terms or propositions

                  (determined at DCS's sole discretion) which shall include but

                  not be limited to the following terms:

 

                  i.     DCS's cost for the Kiosk and the Ongoing Kiosk

                         Maintenance Solution is a minimum of 5% less using the

                        alternative Kiosk Products/Services Company vs. IFT's.

 

                  ii.    Payment terms are more favorable

 

Should a retailer request that DCS utilize a Kiosk Products/Services Company

other than IFT, DCS will use reasonable efforts to communicate the availability

of the Kiosk Products/Services offered via IFT and the DEVELOPED Application.

 

4.2 DCS understands that the DEVELOPED Application only runs and has been

designed to only run within Surfnet Premiere without exception.

 

4.3 DCS agrees to provide IFT with DCS Partner(s) logos, marks and other

marketing material for the purpose of building the DEVELOPED Application and

Promoting the availability of the DEVELOPED Application on IFT Devices.

 

 

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4.4 DCS agrees that it will not directly or indirectly (i.e. through another

distributor of services) circumvent IFT or in any way attempt to provide IFT

location partners with its products and/or services if the IFT location partner

is offering the DEVELOPED Application on IFT Devices.

 

4.5 Nothing in this Agreement shall inhibit IFT from licensing and distributing

the DEVELOPED Application to any of IFT Device(s).

 

5      Service Fees:

 

5.1    As compensation for the Services identified in Section 3 DCS agrees to pay

      IFT;

 

      a) for any DCS Products and/or Service sold through the DEVELOPED

      Application the revenue sharing as set out in Schedule G.

 

      b) for any DCS Kiosks equipped with Surfnet Premiere Software and the

      DEVELOPED Application the fees and revenue sharing as set out in Schedule

      G.

 

5.2    As compensation for the Services more particularly described in Schedule

      F, DCS agrees to pay IFT the upfront development fees in Schedule B.

 

5.3    The revenue sharing fees as set out in Schedule G shall be due and payable

      immediately and subtracted from monies collected by IFT daily before

      transfer of funds to DCS.

 

 

6      Application Obligations:

 

6.1 Both parties will work cooperatively to establish a secure method for

transferring data between their respective systems and shall be responsible to

maintain their own computer systems and technology platform to a commercially

reliable level of service.

 

6.2 Each party will bear the costs and expenses incurred by such party's

participation in this program and under this Agreement except as specifically

noted in this Section 6.2. The parties may mutually agree to additional roles

and responsibilities as shall be set forth in writing and executed by both

parties and be deemed to be a part of this Agreement. Since time is of the

essence for DCS, DCS has agreed to pay IFT a development fee of no greater than

forty thousand dollars ($40,000.00) to expedite the DEVELOPED Application. IFT

shall provide DCS with an itemized accounting of its development fees related to

the DEVELOPED Application. IFT shall at its sole discretion have the right to

apply any such development fees as a credit towards radio or television

advertising (to be provided in the sole discretion of DCS) in an amount equal to

110% of the development fee in any media market wherein DCS offers bankcard or

debit card products and services in connection with IFT in accordance herewith.

The media may be used by IFT to promote any IFT product or service which is not

in direct competition with a product or service offered by DCS. (This DEVELOPED

Application is referred to in Schedule "F" as the Custom Developed Application.

All terms and conditions in Schedule "F" are deemed a part hereof.)

 

6.3 The following are the general technology and integration obligations of each

party:

 

 

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      a) IFT will be responsible to collect funds from IFT devices and

      customers. Both parties agree to work cooperatively on defining a mutually

      agreed upon system whereby DCS will receive funds from an IFT account

      based upon the report to be mutually agreed between the parties in order

      to credit DCS's bank account for the amount of each payment including

      processing fees but minus IFT's commission as outlined in Schedule G.

 

      b) IFT will hold DCS harmless from funds missing from kiosks. The

      reporting of transactions in the IFT reporting extranet will be used for

      reconciliation of funds collected for transactions occurring on IFT

      Devices and will identify the funds owing to DCS from IFT.

 

      c) DCS will hold IFT harmless from funds missing or improper remittance

      and posting of funds for each transaction; provided, that IFT has complied

      with its obligations hereunder and provided further that it has complied

      with Section 6.3(a), above.

 

      d) DCS will provide second-level customer service to IFT during the hours

      of 08:00am and 08:00pm Monday - Friday and 9:00am - 2:00pm Saturdays EST

      not including any bank and national holidays. DCS will provide first-level

      customer service to the DCS bankcard and debit card customers consistent

      with its normal practices.

 

6.4    IFT agrees to provide the following functions through its IFT devices:

 

      a) The IFT devices will display a series of screens with menu choices to

      select a specified DCS service and/or product. The kiosk will specifically

      market and promote the DCS service and/or product consistent with Section

      2.3, above. The kiosk will allow for the entry of funds to be credited to

      any DCS debit card plus allow for amounts to be paid, credit balances and

      any other such information deemed required. IFT shall choose with specific

      input from DCS the DCS products that will be displayed on a kiosk or group

      of kiosks.

 

      b) The IFT processing platform will transmit each transaction to DCS for

      authorization. DCS will return a message to the IFT platform with an

      approval code and tracking number for each transaction.

 

      c) Upon receiving approval code from DCS, IFT will confirm that the

      customer has sufficient funds to settle the transaction. The device will

      then issue a printed or emailable receipt to the customer according to the

      format specified by DCS.

 

7      Promotional and Marketing Activities:

 

7.1 The parties will each designate one representative who will work together to

establish a joint marketing and promotional program to promote each other's

products and services.

 

7.2 The parties will work cooperatively to create various mutually agreeable

co-branding and co-marketing programs directed at other collaborative and

mutually beneficial partners in each company's distribution channels.

 

7.3 The marketing and branding programs to be created must be mutually

agreeable, but may include by way of example, point of sale materials (including

debit card applications), direct mail campaigns, and such other