Prepaid Cards from American Express

Purchase Agreement

Rev. April 1, 2017

The following sets forth the terms and conditions of the Prepaid Cards from American Express Purchase Agreement (“Agreement”) among Company, American Express Travel Related Services Company, Inc., individually and on behalf of its Prepaid Card-issuing affiliates, and Blackhawk Engagement Solutions, Inc. regarding participation by Company in the prepaid card program (the “Program”), either as a purchaser or purchaser/reseller.   The terms “you”, “your”, and “Company” refer to the company placing the order. The term “AMEX” refers to American Express Travel Related Services Company, Inc. and its subsidiaries and licensees that issue Prepaid Cards (as defined below), including American Express Prepaid Card Management Corporation.  The term “Blackhawk”, “BES” “we”, “us” and “our” refers to Blackhawk Engagement Solutions, Inc., the company accepting and fulfilling your order(s).  Company, AMEX and BES shall each be referred to as a “Party” and together, the “Parties”.

Company desires to purchase American Express Gift Cards (“Gift Cards” or “Prepaid Cards”). For purposes of this Agreement, a Prepaid Card is a prepaid payment device issued by AMEX that, when purchased, comes with a set monetary value that may or may not be printed on the front of the Card.  Prepaid Cards are not credit cards, charge cards or debit cards. Prepaid Cards may be used virtually anywhere the American Express Card is welcome in the United States, including mail order, brick and mortar and online establishments.  However, Prepaid Cards cannot be used at cruise lines or casinos, ATMs, or for recurring billing charges such as monthly utility or publishing subscription purchases. Subject to applicable law, Prepaid Cards are not redeemable for cash.  AMEX reserves the right at any time to change the industries or merchants where Prepaid Cards may be accepted.  The Parties agree that the Prepaid Cards purchased under this Agreement shall be used only in connection with bona fide business-sponsored programs where individuals are provided a Prepaid Card for no monetary or other direct consideration in connection with loyalty, incentive, award or promotional programs (the “Purpose”).

A. Appointment as Authorized Agent.  Solely for purposes of any applicable state money transmitter law, and solely to the extent that Company resells Prepaid Cards, AMEX hereby appoints Company as its authorized agent and delegate to purchase Prepaid Cards from BES and sell and distribute such Prepaid Cards to  purchasers (“Purchasers’) for the Purpose.  To the extent that issuance and sale of Prepaid Cards requires a license under applicable state laws, AMEX hereby confirms that AMEX is so licensed. 

B. Term/Amendment. By either buying or accepting Prepaid Cards for delivery, you agree to everything contained in this Agreement. You agree to comply with the terms and conditions set forth herein, which may be amended or supplemented by AMEX from time to time in its discretion. Updated terms and conditions may be found at https://www.bhengagement.com/prepaid-cards-american-express-purchase-agreement/. This Agreement will be effective upon your purchase or acceptance of Prepaid Cards and will remain in force until terminated by a Party upon thirty (30) days prior written notice; provided, that notwithstanding any such termination or other termination of this Agreement, the terms of this Agreement shall apply to all purchases or acceptances of Prepaid Cards by you or on your behalf prior to such termination.

C. Customer Service.  AMEX will provide customer service for Prepaid Cards, including handling inquiries from you and Purchasers and distributees of Prepaid Cards (“Recipients”).  The cost of providing refunds or replacement funds for Recipients who have lost Prepaid Cards once received shall be borne entirely by AMEX.  Recipient refunds will be handled in accordance with the terms and conditions of the cardholder agreement (“Cardholder Agreement”) in effect from time to time with respect to the relevant Prepaid Cards.  Each Cardholder Agreement shall include reference to an AMEX toll-free customer service telephone number.

D. Compliance. In the event that Company is purchasing Prepaid Products for resale to Purchasers, Company represents, warrants and covenants that it has completed all required compliance applications and has been affirmatively approved as a reseller of Prepaid Products by both BES and AMEX.  Company will ensure that Purchasers will comply with the instructions and terms applicable to them set forth in this Agreement.  IN PARTICULAR, COMPANY WILL ENSURE THAT PURCHASERS (i) DO NOT RESELL THE PREPAID CARDS PURCHASED BY THEM AND (ii) DO NOT PROVIDE THE PREPAID CARDS TO RECIPIENTS FOR MONETARY OR OTHER DIRECT CONSIDERATION. Company hereby warrants and represents that it has verified its Purchaser(s)' identification, has screened all Purchasers for OFAC purposes, and will provide information about such Purchasers and Purchasers’ Recipients within ten (10) days (or a shorter time frame if required under applicable law) upon request from BES and/or AMEX for compliance or security purposes.  If requested, Company shall also complete and provide any and all pre- or post-sale documentation reasonably requested by BES or AMEX related to the sale or the processing of orders.  Company shall on an ongoing basis ensure the accuracy of the information provided, including but not limited to, information provided on due diligence questionnaires regarding Company’s, and any Purchasers’, as applicable, corporate structure, business relationships with Purchasers who purchase Prepaid Cards, and internal compliance programs.  AMEX reserves the right to immediately suspend or terminate an order or all future orders if Company or Purchaser, as applicable, fails to cooperate with documentation requests or to complete such materials in a timely manner.

E. Authorized Account Changes. BES may request information from you in writing, indicating the persons authorized by you to make Prepaid Card orders on your behalf (“Authorized Representative”).   You agree to provide any reasonable information to BES to satisfy such request in accordance with BES’s instructions. For each order, BES shall notify the designated contact on your account of the acceptance of any Prepaid Card order. You shall be liable for all orders placed on your behalf by any Authorized Representative. This means that you are liable for payment, and shall not be reimbursed for any Prepaid Card that is lost, stolen, misappropriated due to theft or embezzlement or that otherwise disappears following delivery to the address as instructed by you or anyone placing orders on your behalf.  You shall be responsible for notifying BES immediately in writing (electronic, facsimile or hard copy) if any individual is no longer authorized to place orders on your behalf. Without such notification, BES will assume that the process described above is sufficient documentation that the respective individual is authorized to place orders on your behalf. You shall be responsible for any orders placed by authorized individuals prior to your notification to BES.  Further, any electronic communication between you and us will take place according to the provisions of this Section.  The term "electronic communication" means communication of instructions by email or facsimile.  We will consider electronic communication received from you or in your name via email or facsimile to be duly authorized by you. You authorize us to rely and act on any such communication for the purposes of making changes to your account, including but not limited to online ordering passwords and login identification. If the communication is by facsimile transmission, we will be entitled to act upon any signature purporting to be your signature. If we try to verify the signature on a facsimile transmission or the validity of any instructions electronically communicated (though we are not obligated to do so) and are unable to do so to our satisfaction, we may delay in acting on or refuse to act on such instructions. We may, at your request, forward to you copies of any statements, instruments or other documents by facsimile or other electronic transmission to the number or address provided by you. You agree that our records regarding any electronic communication will be admissible in any legal, administrative or other proceedings as if such records were original written documents. Our records will be conclusive proof of the information contained in such electronic communications.

F. Customer Privacy.  Neither BES nor AMEX shall include or combine Recipient information or fulfillment information from Company with a general customer marketing database for any purpose.  BES and AMEX will each retain all applicable information for purposes of its respective obligations, such as processing refunds, performing internal analysis and complying with applicable laws and regulations.  The retention of such information shall survive termination of this Agreement.  BES and AMEX will comply with all applicable laws and regulations regarding the use of Recipient information.  BES’s privacy policy can be found at www.hawkincentives.com; and AMEX’s privacy policy can be found at www.americanexpress.com.

G. Delivery Liability.  After payment of good funds has been confirmed, Prepaid Cards shall be delivered either by standard U.S. Mail, second-day delivery or next day delivery directly to Company or to a street address designated by Company.  Additional fees may apply; delivery fees are non-refundable.  AMEX assumes full liability for shipments until delivered to Company or the address designated by Company unless the address provided by Company was incorrect, the request for delivery was unauthorized, and/or any mailing information received by BES with regard to the processing of the order was fraudulent or incorrect.  Upon delivery, the full risk of loss shall immediately pass to Company.    For deliveries to Company, Company bears full liability for loss from Company’s receipt of orders hereunder until delivered to the Recipient.  For deliveries to other addresses provided by Company to BES, as between the Parties, Company bears full liability for loss from such addressee’s receipt of orders hereunder until delivered to the Recipient.  Neither BES nor AMEX is liable for losses incurred after the order has been delivered to the address provided to BES by Company.  In addition, BES and/or AMEX reserves the right to refuse to deliver to certain addresses, at its discretion. In the event of suspected fraud, Company, BES and AMEX will cooperate in any investigation. Notwithstanding the preceding sentence, you agree that neither BES nor AMEX is responsible for any fraud committed or allegedly committed by any employee, vendor, and/or representative of the Company or Purchaser who in his/her capacity as employee, vendor, or representative has ordered Prepaid Cards for non-company purposes, and subject to Section Q,  Company agrees to indemnify and hold harmless BES and AMEX for losses incurred as a result of the employee, vendor or representative’s  actions.

H. Delivery Restrictions. When Company distributes Prepaid Cards pursuant to this Agreement, Company acknowledges and agrees that they will not ship, or cause to be shipped, Prepaid Cards to locations outside of the United States and Puerto Rico. 

I.          Marketing and Distribution of Prepaid Cards.  Company agrees that it will not market, advertise or promote the availability of Prepaid Cards or the program under which they are distributed in any way that (i) is misleading or potential misleading to consumers, or (ii) fails to clearly identify program eligibility criteria or material terms and conditions of the Prepaid Cards.  In addition, Company agrees that will not order or request fulfillment of any Prepaid Card that is not distributed to Recipients pursuant to a bona fide, good faith awards, rewards, loyalty, incentive, rebate or promotional program in return for which no direct consideration is paid from such individuals.

J. Changes in Law.  In the event of changes in law which, in BES and/or AMEX’s opinion(s), have a detrimental financial impact to BES and/or AMEX or hinder BES’s and/or AMEX’s ability to reasonably conduct profitable business in a particular state, BES and AMEX reserve the right not to ship Prepaid Cards to such state.  AMEX will provide BES and Company with timely notice of any such decision.

K. Distributing the Prepaid Cards. Company agrees to promptly distribute the Prepaid Cards. Company also agrees to distribute the Cardholder Agreement associated with the Prepaid Card at the same time that it provides the Prepaid Card to the Recipient. Information regarding the fees associated with the Prepaid Card, if any, including post-sale recipient service fees and replacement card fees, are listed in the Cardholder Agreement and/or on the back of the Prepaid Card. AMEX shall fully disclose all such fees and reserves the right to modify fees and all other terms and conditions of the Prepaid Card and cardholder Agreement at any time without notice to you; subject to applicable law.   Company will indemnify, defend and hold harmless BES and AMEX, and their parent, subsidiary and affiliated companies from and against any third party claims related to a Recipient's claim that such Recipient never received a Cardholder Agreement.

L. Trademarks.  No Party shall make reference to another Party or its logos or trademarks without the prior written approval of the relevant Party.

M. Relationship Of Parties.  The relationship of the Parties hereto is that of independent contracting parties and shall not be deemed to be any other relationship including, without limiting the generality of the foregoing, that of joint venturers, partners, joint employers or principal and agent.

N. Default. In the event of a material breach by a Party in the performance of any of the material terms, covenants, conditions or agreements hereof which breach is not cured within thirty (30) days of receipt of written notice thereof from a non-breaching Party, or, for a default related to payment by Company, within five (5) days of receipt of written notice thereof from a non-breaching Party, then a non-breaching Party may, at its option, then or at any time thereafter and while said default continues, terminate this Agreement and, subject to section B above, be relieved of all further obligation hereunder, provided, that the Party in default may defeat such notice by curing the breach complained of within such notice period.

O. Waiver. The failure of a Party to enforce any provision or condition contained herein at any time shall not be construed as a waiver of that condition or provision nor shall it operate as a forfeiture of any right or future enforcement of such condition or provision.

P. Confidentiality. Each Party agrees not to disclose Confidential Information of the other Parties to any third party other than its respective directors, advisors, parent company, subsidiaries, affiliates, regulators and auditors, as needed, except as and if required by law, resolution or court order, nor shall any Party use Confidential Information of the other Parties other than as contemplated by this Agreement. "Confidential Information" shall include, but not be limited to the specific terms and conditions of this Agreement as well as the past, present and future, plans, ideas, business strategies, marketing programs, activities, software applications, customers and suppliers of the Parties and their respective affiliates, Purchasers and Recipients.

Q. Limitation of Liability. No Party’s cumulative liability to another Party hereunder for any claims, liabilities, losses, damages or expenses, direct or indirect, arising out of or related to events in any one year under this Agreement shall exceed $100,000.  This limitation of liability does not apply to amounts due by Company to BES and/or AMEX for products purchased or accepted hereunder.  In no event shall any Party be liable to the others, under any theory, for lost profits, exemplary, punitive, special, incidental, indirect or consequential damages.  The provisions of this Section shall survive the termination of this Agreement.

R. Indemnification.  Each Party shall indemnify and hold harmless the other Parties  from and against all claims, damages, losses and expenses, including reasonable outside attorneys' fees and costs, by reason of any suit, claim, demand, judgment, or cause of action initiated by any person not a party to this Agreement, arising or alleged to have arisen out of the negligent or wrongful performance or failure to perform of its respective obligations under this Agreement; its respective negligent acts, or the negligent, wrongful or criminal acts of its agents, employees or representatives, whether or not related to or arising from this Agreement; or its or its agent's, employee's or representative's respective violations or alleged violations of any federal, state or local laws, regulations or rulings.  Each Party agrees to give prompt notice to the indemnifying Party of intention to make a claim under this Section and to give the indemnifying Party an opportunity to defend such suit, claim, demand, judgment, or cause of action by counsel of its own choice, provided that such counsel are acceptable to the notifying Party.

S.  Compliance with Laws.  The Parties shall comply with all applicable local, state and federal laws and regulations applicable to the sale of Prepaid Cards, including but not limited to the USA PATRIOT Act, and other relevant anti-money laundering laws.  Without limitation of the foregoing, AMEX shall comply with all abandoned property laws applicable to it as issuer and holder of funds associated with the Prepaid Cards.  Further, and without limitation of the foregoing, Company, to the extent it shall sell Prepaid Cards to any Purchaser, makes the representations, warranties and covenants regarding the sale of Prepaid Cards set forth in Schedule 1 hereto at https://www.bhengagement.com/prepaid-cards-american-express-purchase-agreement/.

T.  Alternative Dispute Resolution
 

(1) Procedures: The Parties agree that any and all disputes, claims or controversies arising out of or related to this Agreement, including any claims under any statute or regulation ("Disputes"), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, the Disputes then shall be submitted for binding arbitration. Unless the parties to such dispute agree otherwise, any mediation and/or arbitration shall take place in either the State of New York, New York County, or the State of Missouri, County of St. Louis, and shall be administered by, and pursuant to the Commercial Arbitration Rules and Mediation Procedures of, the American Arbitration Association ("AAA").
 

(2) Restrictions on Arbitration: Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator's authority to resolve Disputes and to make awards is limited to Disputes between the Parties to this Agreement alone, and is subject to the limitations of liability set forth in this Agreement. Furthermore, Disputes brought by any Party to this Agreement against another may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all Parties. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this Section 2 of this Alternative Dispute Resolution paragraph be stricken from this Agreement or deemed otherwise unenforceable, then this entire Section T shall be stricken from this Agreement.
 

(3)         Enforcement: All offers, promises, conduct and statements, whether written or oral, made in the course of negotiation, mediation or arbitration hereunder, or proceedings by any Party to confirm arbitration awards hereunder, are confidential, privileged, and inadmissible for any purpose, including, without limitation, impeachment or estoppel, in any other litigation or proceeding involving any of the Parties, provided, that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or arbitration.  Any Party may seek equitable relief in arbitration prior to arbitration on the merits to preserve the status quo.  The provisions of this Alternative Dispute Resolution paragraph may be enforced in a court of competent jurisdiction and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the Party against whom enforcement is ordered.

U.         Publicity and Public Communication and Written materials.  No press release or public announcement concerning this Agreement and/or the Program shall be made without prior written consent of BES and AMEX, which consent will not be unreasonably withheld, conditioned or delayed. Company may not amend or supplement theses terms and conditions. Company may not supplement or amend any written materials distributed by BES or AMEX with regard to Prepaid Cards without the prior approval of BES or AMEX, as appropriate.

V.  Assignment.  No Party may assign this Agreement to any third party, without the other Parties’ prior written consent, and any attempt to do so will be void.  Notwithstanding the immediately preceding sentence, AMEX may assign this Agreement and its performance hereunder to an affiliated company without Company’s or BES’s consent.

W.  Governing Law.  This Agreement shall be governed by the substantive laws of the State of Delaware without regard to conflict of law principles.

X.  Entire Agreement.  Unless otherwise agreed to in writing by the Parties, this Agreement represents the entire agreement between the Parties regarding the subject matter herein.

Schedule 1

CERTIFICATION OF COMPLIANCE WITH THE LAWS

Seller (for purposes of this Schedule 1, the term “Seller” shall refer to Company) shall comply, and certifies that it understands and is in compliance, with all applicable local, state and federal laws and regulations applicable to the sale and acceptance of American Express branded prepaid cards and products (which include but are not limited to American Express® Gift Cards, Reward Cards and reloadable prepaid cards, as issued by American Express or its licensees and referred to herein as “Prepaid Products”), including but not limited to the Bank Secrecy Act 31 U.S.C Sections 5311, et seq. (“BSA”) and its implementing regulations, the USA PATRIOT ACT, the Electronic Funds Transfer Act (as amended by the Credit Card Accountability Responsibility and Disclosure Act of 2009) and its implementing regulations and other applicable state and federal money services business and anti-money laundering laws and regulations.  Seller shall maintain and retain accurate records of all Prepaid Products sold or held in inventory in accordance with the BSA and state laws that may be applicable to Seller.  Seller will provide this information to Amex upon request, including but not limited to, serial numbers and customer information that may be required to be collected during the purchase transaction, and any reports generated by Seller in connection with this Agreement (e.g., currency transaction reports, suspicious activity reports, etc.). 

In addition, Seller and Amex agree to the following provisions under relevant state money transmitter law.  For the avoidance of doubt, (i) references to the “Authorized Delegate,” “Agent,” “Authorized Vendor,” Authorized Seller” or “Authorized Representative” shall be to Seller and (ii) terms that are defined within each specific state provisions references shall be defined as such solely for purposes of that state’s provisions.

ALASKA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Alaska:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission business regulated under Alaska Statutes Title 6, Chapter 55 on behalf of Amex.

2.      That the Authorized Delegate shall operate in full compliance with the Alaska Uniform Money Services Act, Alaska Statutes, Title 6, Chapter 55 (the “Act”), and any regulations adopted or orders issued thereunder, as amended from time to time.

3.      That the Authorized Delegate shall remit all money owing to Amex under the terms of the Agreement between Amex and the Authorized Delegate.  “Remit” means to make direct payments of money to Amex or its representative authorized to receive money or to deposit money in a bank in an account specified by Amex.

4.      That if Amex’s license is suspended, revoked or if Amex does not renew its license, the Authorized Delegate shall immediately cease to provide money services as an authorized delegate of Amex after notice is sent or publication made regarding the suspension, revocation or non-renewal.

5.      That the Authorized Delegate may not provide money services outside the scope of activity permissible under the Agreement between Amex and the Authorized Delegate, except activity in which the Authorized Delegate is authorized to engage under Alaska Stat. §§ 06.55.101 – 06.55.204.

6.      That the Authorized Delegate holds in trust for the benefit of Amex all money net of fees received from money transmission.

7.      That the Authorized Delegate may not use a subdelegate to conduct money services on behalf of Amex.

8.      That the Authorized Delegate certifies it is familiar with and agrees to operate in full compliance with the Act and 3 Alaska Admin. Code Chapter 13, including the requirements of Alaska Stat. § 06.55.301(b) for remission of money, the trust and other requirements of Alaska Stat. § 06.55.301(d), and the record maintenance requirements of Alaska Stat. § 06.55.405 and 3 Alaska Admin. Code Chapter 13.

9.      That the Authorized Delegate acknowledges that it consents to examination or investigation by the Alaska Department of Commerce, Community and Economic Development (the “Department”).

10.   That Amex is subject to regulation by the Department and that, as part of that regulation the Department may suspend or revoke an authorized delegate designation or require Amex to terminate an authorized delegate designation.

11.   That the Authorized Delegate acknowledges receipt of the written policies and procedures required under Alaska Stat. § 06.55.301(a).  

ARIZONA

Any other provision of this Agreement notwithstanding, if any of the Authorized Delegate’s locations are in the State of Arizona, the Authorized Delegate agrees that it shall operate in full compliance with Arizona Revised Statutes, Title 6, Chapter 12 (Transmitters of Money), and any regulations adopted or orders issued thereunder, as amended from time to time, a copy of which forms an appendix to this Agreement.

ARKANSAS

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Arkansas:

1.      That the Authorized Delegate shall operate in full compliance with the Arkansas Uniform Money Services Act, Ark. Code §§ 23-55-101 to 23-55- 1006, and any rules and orders adopted thereunder, as amended from time to time.

2.      That the Authorized Delegate shall remit all money owing to Amex in accordance with the terms of the Agreement between Amex and the Authorized Delegate.  “Remit” means to make direct payments of money to Amex or its representative authorized to receive money or to deposit money in a bank in an account specified by Amex.

3.      That if Amex’s license is suspended, revoked or if Amex does not renew its license, the Authorized Delegate shall immediately cease to provide money services as a delegate of Amex after notice is sent or publication made regarding the suspension, revocation or non-renewal.

4.      That the Authorized Delegate may not provide money services outside the scope of activity permissible under the Agreement between Amex and the Authorized Delegate, except activity in which the Authorized Delegate is authorized to engage under Ark. Code § 23-55-201 et seq. or Ark. Code § 23-55-401 et seq.

5.      That the Authorized Delegate holds in trust for the benefit of Amex all money net of fees earned from money transmission.

6.      That the Authorized Delegate may not use a subdelegate to conduct money services on behalf of Amex.

CALIFORNIA

Any other provision of this Agreement notwithstanding, the Agent agrees the following additional terms apply to any of the Agent’s locations in the State of California:

1.       That Amex appoints the Agent as its agent to conduct money transmission on behalf of Amex.

2.       That the Agent shall make and keep accounts, correspondence, memoranda, papers, books, and other records as the Commissioner of the California Department of Financial Institutions (the “Commissioner”) by regulation or order requires and preserve the records for the time specified by the regulation or order.

3.       That all money or monetary value, less fees due agents provided for and expressly set forth in the written agreement, received by the Agent for money transmission on behalf of Amex shall be trust funds owned by and belonging to Amex until the time when the money or an equivalent amount are remitted by the Agent to Amex in accordance with the provisions of California Financial Code § 2060.    “Remit” shall mean to make direct payments of money to Amex or its representative authorized to receive money or to deposit money in a bank in an account specified by Amex.

4.       That all money or monetary value must be remitted in accordance with the California Money Transmission Act, California Financial Code § 2000 et seq. (the “Act”) and any rules or regulations adopted thereunder, as amended from time to time.  

5.       That the Agent shall comply fully with any other provisions that the Commissioner may by regulation or order find to be necessary to carry out the provisions and purposes of the Act. 

COLORADO

Any other provisions of this Agreement notwithstanding, if any of the Agent’s locations are in the State of Colorado, the Agent agrees the following additional terms apply to any of the Agent’s locations in the State of Colorado:

That the agent shall either (1) require an employee to sign the form sanctioned by the Colorado State Banking Board prior to performing money transmission services, which affirms his/her understanding of anti-money laundering laws or (2) retain evidence that an employee received training about such laws within 30 days before an employee performs money transmission services.

Exemptions. An agent of a licensed money transmitter involved exclusively in selling or adding additional money to “Stored Value” issued by the licensed money transmitter.

CONNECTICUT

Any other provisions of this Agreement notwithstanding, if any of the Agent’s locations are in the State of Connecticut, the Agent agrees the following additional terms apply to any of the Agent’s locations in the State of Connecticut:

1.      That the Agent shall operate in full compliance with the Connecticut Money Transmission Act, Ct. Gen Stat. §§ 36a-595 to 36a- 614, inclusive, as amended, and any rules and orders adopted thereunder, as amended from time to time. 

2.      That the appointment of the Agent to engage in the business of money transmission on behalf of Amex is not effective during any period when the license of Amex has been suspended. 

 

FLORIDA

Any other provision of this Agreement notwithstanding, the Authorized Vendor agrees the following additional terms apply to any of the Authorized Vendor’s locations in the State of Florida:

1.      That the Authorized Vendor shall report to Amex, immediately upon discovery, the theft or loss of currency received for a transmission or payment instrument.

2.      That the Authorized Vendor shall display a notice to the public, in such form as prescribed by rule of the Florida Financial Services Commission (the “Commission”), that the Authorized Vendor is the authorized vendor of Amex.

3.      That the Authorized Vendor shall remit all amounts owed to Amex for all transmissions accepted and all payment instruments sold in accordance with Agreement between Amex and the Authorized Vendor.

4.      That the Authorized Vendor shall hold in trust all currency or payment instruments received for transmissions or for the purchase of payment instruments from the time of receipt by Amex or the Authorized Vendor until the time the transmission obligation is completed.

5.      That the Authorized Vendor shall not commingle the money received for transmissions accepted or payment instruments sold on behalf of Amex with the money or property of the Authorized Vendor, except for making change in the ordinary course of the Authorized Vendor’s business, and ensure that the money is accounted for at the end of the business day.

6.      That the Authorized Vendor consents to examination or investigation by the Office of Financial Regulation of the Commission.

7.      That the Authorized Vendor shall adhere to the applicable state and federal laws and rules pertaining to a money services business.

8.      That the Authorized Vendor shall provide such other information or disclosure as may be required by rule.

GEORGIA

Any other provision of this Agreement notwithstanding, the Authorized Agent agrees the following additional terms apply to any of the Authorized Agent’s locations in the State of Georgia:

That the Authorized Agent shall operate only pursuant to the terms of this Agreement.

HAWAII

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Hawaii:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize subdelegates without the written consent of the Commissioner of Financial Institutions (the “Commissioner”).

3.      That Amex is subject to supervision and rule by the Commissioner.

4.      That the Authorized Delegate certifies it is in compliance with the recordkeeping and reporting requirements under Title 31 United States Code Section 5311 et seq., 31 Code of Federal Regulations Part 1022, Section 1022.210, and other federal and state laws pertaining to money laundering.

IDAHO

Any other provision of this Agreement notwithstanding, the Authorized Representative agrees the following additional terms apply to any of the Authorized Representative’s locations in the State of Idaho:

1.      That Amex appoints the Authorized Representative as its representative to engage in money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Representative may authorize subrepresentatives without the written consent of the Director of the Idaho Department of Finance (the “Director”).

3.      That Amex is subject to supervision and regulation by the Director.

4.      That the Authorized Representative acknowledges that it consents to the Director’s inspection, with or without prior notice to Amex or the Authorized Representative, of the books and records of the Authorized Representative when the Director has a reasonable basis to believe that Amex or the Authorized Representative is in violation of the provisions of the Idaho Money Transmitters Act, Idaho Code, Chapter 29, Sections 2901 to 2928.

5.      That the Authorized Representative is under a duty to act only as authorized by the Agreement between Amex and the Authorized Representative, and that if the Authorized Representative exceeds its authority the Agreement is subject to cancellation and the Authorized Representative is subject to disciplinary action by the Director.

ILLINOIS

Any other provision of this Agreement notwithstanding, the Authorized Seller agrees the following additional terms apply to any of the Authorized Seller’s locations in the State of Illinois:

1.      That the Authorized Seller shall operate in full compliance with the laws of the State of Illinois and of the United States. 

2.      That the Authorized Seller has an affirmative duty not to (1) commit fraud or misrepresentation and (2) submit fraudulent statements to Amex.

3.      That the Authorized Seller holds in trust for Amex from the moment of receipt the proceeds of any business transacted under the Illinois Transmitters of Money Act (the “Act”) in an amount equal to the amount of proceeds due Amex less the amount due the Authorized Seller.  The funds shall remain the property of Amex whether or not commingled by the Authorized Seller with its own funds.  In the event Amex’s license is revoked by the Illinois Director of Financial Institutions (the “Director”), all proceeds then held in trust by the Authorized Seller shall be deemed to have been assigned to the Director.

4.      That the Authorized Seller shall upon discovery immediately report to Amex the theft or loss of any payment instrument from Amex or Authorized Seller in Illinois having a value in excess of $100 or an aggregate value of $1,000 in any 3 month period.

5.      That the Authorized Seller shall not act outside its scope of authority as defined by the Act and by the Agreement between Amex and the Authorized Seller with regard to any transaction regulated by the Act.

INDIANA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Indiana:

1.      That Amex appoints the Authorized Delegate as its delegate to sell payment instruments and accept funds to be transmitted by or on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize a subdelegate without the written consent of the Director of the Indiana Department of Financial Institutions (the “Director”).

3.      That Amex is subject to supervision and regulation by the Director.

4.      That the Authorized Delegate acknowledges that it consents to the Director's inspection, with or without prior notice to Amex or the Authorized Delegate, of the books, records, and accounts of the Authorized Delegate when the Director has a reasonable basis to believe that Amex or the Authorized Delegate is in violation of the Indiana Money Transmitters Act, Indiana Code, Chapter 4, §§ 28-8-4-1 to 28-8-4-61.

5.      That the Authorized Delegate is under a duty to act only as authorized under the Agreement between Amex and the Authorized Delegate, and that if the Authorized Delegate exceeds its authority the Agreement is subject to cancellation and the Authorized Delegate is subject to disciplinary action by the Director.

IOWA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Iowa:

1.      That the Authorized Delegate shall operate in full compliance with the Iowa Uniform Money Services Act, Iowa Code Chapter 533C (the “Act”), and any regulations and orders issued thereunder, as amended from time to time.

2.      That the Authorized Delegate shall remit all money owing to Amex in accordance with the terms of the Agreement between Amex and the Authorized Delegate.  “Remit” means to make direct payments of money to Amex or its representative authorized to receive money or to deposit money in a bank in an account specified by Amex.

3.      That if Amex’s license is suspended, revoked or Amex does not renew its license, the Authorized Delegate shall immediately cease to provide money services as a delegate of Amex after notice is sent or publication made regarding the suspension, revocation or non-renewal.

4.      That the Authorized Delegate shall not provide money services outside the scope of activity permissible under the Agreement between Amex and the Authorized Delegate, except activity in which the Authorized Delegate is authorized to engage under Articles 2 or 3 of the Iowa Uniform Money Services Act, Iowa Code Chapter 533C.

5.      That the Authorized Delegate holds in trust for the benefit of Amex all money net of fees received from money transmission.

KANSAS

Any other provision of this Agreement notwithstanding, the Agent agrees the following additional terms apply to any of the Agent’s locations in the State of Kansas:

1.       That the Agent must operate in full compliance with the Kansas Money Transmitter Act and the rules and regulations adopted thereunder.

2.       That the Agent is prohibited from using subagents or conducting money transmission business from locations that have not been approved by Amex.

3.       That Amex has permitted the Agent to perform on behalf of Amex only those specific money services described in the Agreement and in other agreements between Amex and the Agent.

4.       That the Agent acknowledges and agrees that it may only conduct activities authorized in writing by Amex, unless the Agent is also a licensee under the Kansas Money Transmitter Act.

KENTUCKY

Any other provision of this Agreement notwithstanding, the Agent agrees the following additional terms apply to any of the Agent’s locations in the State of Kentucky:

1.      That Amex designates the Agent as its agent to engage in money transmission on behalf of Amex as authorized under the Kentucky Money Transmitters Act, Kentucky Revised Statutes § 286.11 et seq. (the “Act”).

2.      That the Agent shall operate in full compliance with the Act, and rules promulgated under the Act, and any order issued by the Commissioner of the Department of Financial Institutions (“Commissioner”). 

3.      That neither Amex nor the Agent may authorize subagents.

4.      That the Agent shall timely remit all money legally due to Amex in accordance with the terms of the Agreement between Amex and the Agent.

5.      That Amex and the Agent are subject to regulation by the Commissioner.

6.      That Amex and the Agent shall comply with applicable state and federal law.

MAINE

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Maine:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize subdelegates without the written consent of the Superintendent of Consumer Credit Protection within the Department of Professional and Financial Regulation (the “Administrator”).

3.      That Amex is subject to supervision and regulation by the Administrator.

MARYLAND

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Maryland:

1.      That Amex appoints the Authorized Delegate as its authorized delegate to engage in the business of money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize subagents or subdelegates without the written consent of the Commissioner of Financial Regulation in the Maryland Department of Labor, Licensing and Regulation (the “Commissioner”).

3.      That the Authorized Delegate is subject to supervision, examination and regulation by the Commissioner.

4.      That the Authorized Delegate will operate in full compliance with all applicable laws and regulations. 

MICHIGAN

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Michigan:

1.      That the Authorized Delegate shall operate in compliance with the Michigan Money Transmission Services Act, Mich. Comp. Laws §§ 487.1001 – 1047, as amended and other applicable law.

2.      That the Authorized Delegate shall remit all monies owing to Amex in accordance with the Agreement between Amex and the Authorized Delegate.  “Remit” means to make direct payments of money to Amex or its representative authorized to receive money or to deposit money in a depository financial institution in an account specified by Amex.

3.      That if Amex’s license is suspended or revoked, the Authorized Delegate shall immediately cease providing money transmission services as an authorized delegate of Amex upon notice of the suspension or revocation.

4.      That the Authorized Delegate shall not provide money transmission services outside the scope of activity permissible under this Agreement, except activity in which the Authorized Delegate is otherwise authorized to engage.

5.      That the Authorized Delegate holds all money received from providing money transmission services, reduced by any fees owed to the Authorized Delegate by Amex, in escrow for the benefit of Amex.

MINNESOTA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Minnesota:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize subdelegates without the written consent of the Minnesota Commissioner of Commerce (the “Commissioner”).

3.      That Amex is subject to supervision and regulation by the Commissioner and that as a part of that supervision and regulation, the Commissioner may require Amex to cancel the Agreement between Amex and the Authorized Delegate as a result of a violation of section 53B.21 of the Minnesota Money Transmitters Act. 

NEBRASKA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees that the following additional terms apply to any of the Authorized Delegate’s locations in the State of Nebraska:

1.       That Amex appoints the Authorized Delegate as Amex’s authorized delegate with authority to engage in the sale and issue of payment instruments or engage in the business of money transmission on behalf of Amex;

2.       That neither Amex nor the Authorized Delegate may authorize subdelegates without the written consent of the Nebraska Director of Banking and Finance; and

3.       That Amex is subject to supervision and regulation by the Nebraska Director of Banking and Finance.

NEW JERSEY

Any other provision of this Agreement notwithstanding, if any of the Authorized Delegate’s locations are in the State of New Jersey, the Authorized Delegate agrees that Amex appoints the Authorized Delegate as its delegate to engage in the activities of a money transmitter on behalf of Amex.

NEW YORK

Any other provision of this Agreement notwithstanding, the Agent agrees the following additional terms apply to any of the Agent’s locations in the State of New York:

1.      That Amex is licensed by the Superintendent of Banks of the State of New York (the “Superintendent”) to engage in the business of money transmission, including the business of selling travelers checks, selling stored value and selling payment instruments pursuant to the provisions of Article XIII-B of the Banking Law. 

2.      That the Agent and subagent(s) shall not act on behalf of the consumer as a courier for the transmission of money which activity requires licensing as a money transmitter, and all money orders sold in the State of New York may not be retained by the Agent and subagent(s) but must be given to the purchasers of the instruments for their own delivery to the beneficiary.

3.      That the Agent acknowledges and agrees that the Superintendent reserves the right to inspect, with or without prior notice to Amex or the Agent and subagent(s), the books and records of the Agent and subagent(s), and that the expenses incurred by the Superintendent in making any such inspection shall be borne by Amex.

4.      That the Agent and subagent(s) shall not sell any travelers check, money order or other money transmission instrument in the State of New York unless the name of Amex shall clearly appear on the face of the instrument and Amex shall not condition its engagement as obligor under the payment instrument upon the remittance of proceeds of sale from the Agent and subagent(s), if any.

5.      That the Agent and subagents shall not sell any travelers check, money order or other money transmission instrument in the State of New York unless the Agent and subagent(s) has provided the Superintendent with a written and irrevocable consent to examine, have access to, and retain copies of all of its books and records, wherever maintained, relating to these activities.

6.      That the Agent and subagent(s)  acknowledges and agrees that it is under a duty to act only as authorized under the Agreement between Amex and the Agent, and the Agent and any subagent(s) who exceeds such authority is subject to cancellation of this Agreement and may result in further disciplinary action against Amex by the Superintendent.

NORTH CAROLINA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of North Carolina:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize subdelegates without the written consent of the North Carolina Commissioner of Banks (the “Commissioner”).

3.      That Amex is subject to supervision and regulation by the Commissioner.

4.      That Amex shall issue a certificate of authority for each location at which it conducts licensed activities in North Carolina through the Authorized Delegate.  The certificate shall be posted in public view at each location of the Authorized Delegate in North Carolina and shall state as follows:  “Money transmission on behalf of American Express Travel Related Services Company, Inc. is conducted at this location pursuant to the North Carolina Money Transmitters Act.”

NORTH DAKOTA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of North Dakota:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize subdelegates without the written consent of the Commissioner of the North Dakota Department of Financial Institutions (the “Commissioner”).

3.      That Amex is subject to supervision and regulation by the Commissioner.

OHIO

Any other provisions of this Agreement notwithstanding, if any of the Authorized Delegate’s locations are in the State of Ohio, the Authorized Delegate agrees that it shall operate in full compliance with the laws of the State of Ohio and of the United States regulating money transmission activities.

OKLAHOMA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Oklahoma:

1.      That the Authorized Delegate shall operate in full compliance with the Oklahoma Financial Transaction Reporting Act, Oklahoma Statutes Title 6, §§ 1511 et seq. (the “Act”) and any regulations adopted or orders issued thereunder, as amended from time to time.

2.      That the Authorized Delegate shall remit all money owing to Amex in accordance with the terms of the Agreement between Amex and the Authorized Delegate.  “Remit” means to make direct payments of money to Amex or its representative authorized to receive money or to deposit money in an account specified by Amex.

3.      That if Amex’s license is suspended or revoked or Amex does not renew its license, the Authorized Delegate shall immediately cease providing money transmission services as a delegate of Amex after notice is sent or publication made regarding the suspension, revocation or non-renewal.

4.      That the Authorized Delegate may not provide money transmission services outside the scope of activity permissible under this Agreement unless the Authorized Delegate holds its own license under the Act or other money transmission services laws. 

5.      That the Authorized Delegate holds in trust for the benefit of Amex all money net of fees received from money transmission.

6.      That the Authorized Delegate may not use a subdelegate to conduct money transmission services on behalf of Amex. 

OREGON

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Oregon:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize subdelegates without the written consent of the Director of the Oregon Department of Consumer and Business Services (the “Director”).

3.      That Amex, the Authorized Delegate, and any subdelegates are subject to supervision and regulation by the Director.

SOUTH DAKOTA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of South Dakota:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission on behalf of Amex.

2.      That neither Amex nor the Authorized Delegate may authorize subdelegates without the written consent of the Director of the South Dakota Division of Banking (the “Director”).

3.      That Amex is subject to supervision and regulation by the Director.

TENNESSEE

Any other provision of this Agreement notwithstanding, the Authorized Agent agrees the following additional terms apply to any of the Authorized Agent’s locations in the State of Tennessee:

1.      That Amex appoints the Authorized Agent as its agent to sell payment instruments or transmit money on behalf of Amex in compliance with the Tennessee Money Transmitter Act of 1994, Title 45, Chapter 7, §§ 201 - 226, and any regulations adopted or orders issued thereunder, as amended from time to time, and federal law.

2.      That neither Amex nor the Authorized Agent may authorize subagents without the written consent of the Tennessee Commissioner of Financial Institutions (the “Commissioner”).

3.      That Amex is subject to supervision and regulation by the Commissioner.

4.      That the Authorized Agent acknowledges that it consents to the Commissioner's inspection, with or without prior notice to Amex or the Authorized Agent, of the books and records of the Authorized Agent.

5.      That the Authorized Agent is under a duty to act only as authorized under the Agreement between Amex and the Authorized Agent, and that if the Authorized Agent exceeds its authority the Agreement is subject to cancellation by Amex and the Authorized Agent is subject to disciplinary action by the Commissioner.

TEXAS

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Texas:

1.      That Amex appoints the Authorized Delegate as Amex's authorized delegate to conduct money transmission on behalf of Amex.

2.      That Amex and the Authorized Delegate acknowledge that the contract between them sets forth the nature and scope of the relationship between Amex and the Authorized Delegate and the respective rights and responsibilities of the parties.

3.      That the Authorized Delegate certifies that it is familiar with and agrees to fully comply with all applicable state and federal laws, rules, and regulations pertaining to money transmission, including the Texas Money Services Act, Chapter 151 of the Texas Finance Code (the “Act”), and any rules adopted or orders issued thereunder, relevant provisions of the Bank Secrecy Act and the USA PATRIOT ACT, and Chapter 271 of the Texas Finance Code.

4.      That the Authorized Delegate shall remit all money owed to Amex: (1) not later than the 10th business day after the date the Authorized Delegate receives the money; (2) in accordance with the contract between Amex and the Authorized Delegate; or (3) as directed by the Banking Commissioner (the “commissioner”).  The Authorized Delegate may remit the money at a later date if the Authorized Delegate maintains on deposit with an office of a federally insured financial institution located in the United States an amount that: (1) is in an account solely in the name of Amex; and (2) for each day by which the period before the remittance exceeds 10 business days, is not less than the outstanding obligations of Amex routinely incurred by the Authorized Delegate on a daily basis.  (Texas Finance Code Sections 151.403(b) and (c)). 

5.      That Amex shall hold in trust all money received for transmission directly or from the Authorized Delegate from the time of receipt until the time the transmission obligation is discharged.  A trust resulting from Amex's actions is in favor of the persons to whom the related money transmission obligations are owed.  The Authorized Delegate shall hold in trust all money received for transmission by or for Amex from the time of receipt until the time the money is remitted by the Authorized Delegate to Amex.  A trust resulting from the Authorized Delegate's actions is in favor of Amex. The Authorized Delegate may not commingle the money received for transmission by or for Amex with the Authorized Delegate's own money or other property, except to use in the ordinary course of the Authorized Delegate's business for the purpose of making change, if the money is accounted for at the end of each business day.  If Amex or the Authorized Delegate commingles any money received for transmission with money or other property owned or controlled by Amex or the Authorized Delegate, all commingled money and other property are impressed with a trust as provided by section 151.404 of the Texas Finance Code in an amount equal to the amount of money received for transmission, less the amount of fees paid for the transmission.  If the commissioner revokes Amex’s license under section 151.703 of the Texas Finance Code, all money held in trust by Amex and the Authorized Delegate is assigned to the commissioner for the benefit of the persons to whom the related money transmission obligations are owed.  Money of Amex or the Authorized Delegate impressed with a trust under section 151.404 of the Texas Finance Code may not be considered an asset or property of Amex or Authorized Delegate in the event of bankruptcy, receivership, or a claim against Amex or Authorized Delegate unrelated to Amex’s or Authorized Delegate's obligations under Chapter 151 of the Texas Finance Code.  (Texas Finance Code Section 151.404).

6.      That the Authorized Delegate shall prepare and maintain records as required by the Act or any rules adopted or orders issued thereunder or as reasonably requested by the commissioner.

7.      That the Authorized Delegate acknowledges that it consents to examination or investigation by the commissioner.

8.      That Amex is subject to regulation by the commissioner and that, as part of that regulation, the commissioner may suspend or revoke an authorized delegate designation or require Amex to terminate an authorized delegate designation.

9.      That the Authorized Delegate acknowledges receipt of the written policies and procedures adopted by Amex to ensure that the Authorized Delegate complies with applicable state and federal law.

10.   That the Authorized Delegate acknowledges it has been provided regulatory website addresses through which the Authorized Delegate can access Chapters 151 and 271 of the Texas Finance Code and rules adopted under those chapters (www.dob.tx.gov) and the Bank Secrecy Act and the USA PATRIOT ACT (www.fincen.gov).

VERMONT

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Vermont:

1.      That the Authorized Delegate shall operate its business in full compliance with Title 8, Chapter 79 (Money Services) of the Vermont Statutes (the “Act”), and any rules adopted or orders issued thereunder, as amended from time to time.

2.      That the Authorized Delegate shall remit all money owing to Amex in accordance with the terms of the Agreement between Amex and the Authorized Delegate. “Remit” means to make direct payments of money to Amex or its representative authorized to receive the money, or to deposit money in a depository institution within the meaning of Title 8 Vt. Stat. § 11101(24), in an account specified by Amex.

3.      That if Amex’s license is suspended, revoked or nonrenewed, the Authorized Delegate shall immediately cease to provide money services as a delegate of Amex after notice is sent or publication made regarding the suspension, revocation or non-renewal.

4.      That the Authorized Delegate may not provide money services outside the scope of activity permissible under the Agreement between Amex and the Authorized Delegate, except for activity in which the Authorized Delegate is otherwise licensed or authorized to engage.

5.      That the Authorized Delegate holds in trust for the benefit of Amex all money less fees earned from money transmission.

6.      That the Authorized Delegate shall not provide money services on behalf of a person not licensed under the Act.

VIRGINIA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the Commonwealth of Virginia:

1.     That the Authorized Delegate shall comply with the provisions of the Virginia Money Order Sellers and Money Transmitters  statute and any regulations adopted or orders issued thereunder, as amended from time to time, and all other applicable state and federal laws and regulations.

2.     That the Authorized Delegate shall remit all money owing to Amex in accordance with the terms of the Agreement between Amex and the Authorized Delegate. 

3.     That the Authorized Delegate shall permit the Virginia State Corporation Commission to investigate or examine its affairs, business, premises, books, and records pursuant to the Virginia Money Order Sellers and Money Transmitters statute.

4.      That, in connection with any investigation or examination by the Virginia State Corporation Commission, the principals, members, owners, officers, directors, partners, and employees of the Authorized Delegate shall, upon demand of the Commission, afford full access to all premises, books, records, and information that the Commission deems necessary.

5.      That the Authorized Delegate is prohibited from using a subdelegate, or from otherwise designating or appointing another person to sell money orders or engage in money transmission business on behalf of Amex.

6.      That the Commission shall have authority to investigate and examine the affairs, business, premises, books, and records of the Authorized Delegate.

WASHINGTON

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Washington:

1.      That the Authorized Delegate shall operate in full compliance with the State of Washington Uniform Money Services Act, Rev. Code Wash. §§ 19.230.000 –  19.230.905 and any rules adopted or orders issued thereunder, as amended from time to time.

2.      That neither Amex nor the Authorized Delegate may authorize subdelegates.  Both Amex and the Authorized Delegate are prohibited from using subdelegates or conducting business from locations not authorized by the Washington State Department of Financial Institutions.

3.      That the Authorized Delegate shall remit all money owing to Amex in accordance with the terms of the Agreement between Amex and the Authorized Delegate.  “Remit” means to make direct payments of money to Amex or its representative authorized to receive money or to deposit money in a bank in an account specified by Amex.

4.      That if Amex’s license is suspended or revoked or if Amex surrenders its license, the Authorized Delegate shall immediately cease to provide money services as a delegate of Amex upon receipt of notice or after publication is made that Amex’s license has been suspended, revoked or surrendered.

5.      That the Authorized Delegate may not provide money services outside the scope of activity allowed Amex under its license.

6.      That the Authorized Delegate may not provide money services outside the scope of activity permissible under the Agreement between Amex and the Authorized Delegate, except activity in which the Authorized Delegate is authorized to engage under Rev. Code Wash. §§ 19.230.030 or  19.230.080.

WEST VIRGINIA

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of West Virginia:

1.      That the Authorized Delegate shall operate in full compliance with the laws of the State of West Virginia and of the United States.

2.      That the Authorized Delegate has an affirmative duty not to (1) commit fraud or misrepresentation or (2) submit fraudulent statements to Amex.

3.      That the Authorized Delegate holds in trust for Amex from the moment of receipt of the proceeds of any business transacted under West Virginia Code §§ 32A-2-1 to 32-A-28 (the “Act”) in an amount equal to the amount of proceeds due Amex less the amount due the Authorized Delegate.  The funds shall remain the property of Amex whether or not commingled by the Authorized Delegate with its own funds.  In the event Amex’s license is revoked by the West Virginia Commissioner of Banking (the “Commissioner”), all proceeds held in trust by the Authorized Delegate are considered to be assigned to the Commissioner.

4.      That the Authorized Delegate shall report to Amex the theft or loss of payment instruments within twenty-four hours from the time the Authorized Delegate knew or should have known of the theft or loss.

5.      That the Authorized Delegate shall not act outside its scope of authority under the Act and by the Agreement between Amex and the Authorized Delegate with regard to any transaction regulated by the Act. 

 WYOMING

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the State of Wyoming:

1.      That Amex appoints the Authorized Delegate as its delegate to engage in money transmission on behalf of Amex.

2.      The Authorized Delegate may not authorize subdelegates without the written consent of the Wyoming State Banking Commissioner (the “Commissioner”).

3.      That the Authorized Delegate is subject to supervision and regulation by the Commissioner.

U.S. VIRGIN ISLANDS

Any other provision of this Agreement notwithstanding, the Authorized Delegate agrees the following additional terms apply to any of the Authorized Delegate’s locations in the United States Virgin Islands:

1.      That the Authorized Delegate shall operate in full compliance with the U.S. Virgin Islands Uniform Money Services Act, V.I. Code Title 9, §§ 501 to 592 (the “Act”), and any regulations adopted or orders issued thereunder, as amended from time to time.

2.      That the Authorized Delegate shall remit all money owing to Amex under the terms of the Agreement between Amex and the Authorized Delegate.  “Remit” means to make direct payments of money to Amex or its representative authorized to receive money or to deposit money in a bank in an account specified by Amex.

3.      That if Amex’s license is suspended, revoked or if Amex does not renew its license, the Authorized Delegate shall immediately cease to provide money services as a delegate of Amex after notice is sent or publication made regarding the suspension, revocation or non-renewal.

4.      That the Authorized Delegate may not provide money services outside the scope of activity permissible under the Agreement between Amex and the Authorized

Delegate, except activity in which the Authorized Delegate is authorized to engage under subchapter 2, 3 or 4 of the Act.

5.      That the Authorized Delegate holds in trust for the benefit of Amex all money net of fees received from money transmission.

6.      That the Authorized Delegate may not use subdelegates to conduct money services on behalf of Amex. 

WASHINGTON, D.C.

Any other provision of this Agreement notwithstanding, if any of the Authorized Delegate’s locations are in the District of Columbia, the Authorized Delegate agrees that Amex appoints the Authorized Delegate to engage in money transmission on behalf of Amex.

___________________________________________

Arizona Revised Statutes, Title 6, Chapter 12 (Transmitters of Money)

§ 6-1201. Definitions

In this chapter, unless the context otherwise requires:

1.    "Authorized delegate" means a person designated by the licensee under section 6-1208.

2.   "Check cashing" means exchanging for compensation a check, debit card payment order, draft, money order, traveler's check or payment instrument of a licensee for money delivered to the presenter at the time and place of the presentation.

3.  "Control" means ownership of fifteen per cent or more of a licensee or controlling person, or the power to vote fifteen per cent or more of the outstanding voting securities of a licensee or controlling person. For the purpose of determining the percentage controlled by any one person, that person's interest shall be aggregated with the interest of any other person controlled by that person or an officer, partner or authorized delegate of that person, or by a spouse, parent or child of that person.

4.  "Controlling person" means a person directly  
 or indirectly in control of a licensee.

5.      "Engage in the business" means conducting activities regulated under this chapter more than ten times in any calendar year for compensation or in the expectation of compensation. For purposes of this paragraph, "compensation" means any fee, commission or other benefit.

6.      "Foreign money exchange" means exchanging for compensation money of the United States government or a foreign government to or from money of another government at a conspicuously posted exchange rate at the time and place of the presentation of the money to be exchanged.

7.      "Licensee" means a person licensed under this chapter.

8.      "Location" means a place of business at which activity regulated by this chapter occurs.

9.      "Money" means a medium of exchange that is authorized or adopted by a domestic or foreign government as a part of its currency and that is customarily used and accepted as a medium of exchange in the country of issuance.

10. "Money accumulation business" means obtaining money from a money transmitter as part of any activity that is carried on for financial gain if the money that is obtained by all persons acting in concert in the activity, in amounts of one thousand dollars or more, totals over fifty thousand dollars in the preceding twelve-month period. Money accumulation business does not include a person who is subject to the reporting requirements under 31 United States Code section 5313. The exception that is established by 31 United States Code section 5331, subsection (c), paragraph 1 does not apply to persons who are engaged in the money accumulation business.

11. "Money transmitter" means a person who is located or doing business in this state, including a check casher and a foreign money exchanger, and who does any of the following:

(a) Sells or issues payment instruments.

(b) Engages in the business of receiving money for the transmission of or transmitting money.

(c) Engages in the business of exchanging payment instruments or money into any form of money or payment instrument.

(d) Engages in the business of receiving money for obligors for the purpose of paying that obligor's bills, invoices or accounts.

 (e) Meets the definition of a bank, financial agency or financial institution as prescribed by 31 United States Code section 5312 or 31 Code of Federal Regulations section 103.11.

12.      "Outstanding payment instruments" means unpaid payment instruments whose sale has been reported to a licensee.

13.      "Payment instrument" means a check, draft, money order, traveler's check or other instrument or order for the transmission or payment of money sold to one or more persons whether or not that instrument or order is negotiable. Payment instrument does not include an instrument that is redeemable by the issuer in merchandise or service, a credit card voucher or a letter of credit.

14. "Permissible investment" means any of the following:

(a) Money on hand or on deposit in the name of the licensee.

(b) Certificates of deposit or other debt instruments of a bank, savings and loan association or credit union.

(c) Bills of exchange or time drafts that are drawn on and accepted by a bank, otherwise known as banker's acceptances, and that are eligible for purchase by member banks of the federal reserve system.

(d) Commercial paper bearing a rating of one of the three highest grades as defined by a nationally recognized organization that rates these securities.

(e) Securities, obligations or other instruments whose payment is guaranteed by the general taxing authority of the issuer, of the United States or of any state or by any other governmental entity or any political subdivision or instrumentality of a governmental entity and that bear a rating of one of the three highest grades by a

nationally recognized investment service organization that has been engaged

regularly in rating state and municipal issues for at least five years.

(f) Stocks, bonds or other obligations of a corporation organized in any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or the several territories organized by Congress that bear a rating of one of the three highest grades by a nationally recognized investment service organization that has been engaged regularly in rating corporate securities for at least five years.

(g) Any receivable that is due to a licensee from its authorized delegate pursuant to a contract between the licensee and authorized delegate as prescribed in section 6-1208 if the amount of investment in those receivables does not exceed ninety per cent of the total amount of those receivables after subtracting the amount of those receivables that are past due or doubtful of collection.

15. "Responsible individual" means a person who is employed by a licensee and who has principal active management authority over the business of the licensee in this state that is regulated under this chapter.

16. "Trade or business" has the same meaning prescribed in section 162 of the Internal Revenue Code of 1954 and includes the money accumulation business.

17. "Transmitting money" means the transmission of money by any means including transmissions within this country or to or from locations abroad by payment instrument, wire, facsimile internet or any other electronic transfer, courier or otherwise.

18. "Traveler's check" means an instrument identified as a traveler's check on its face or commonly recognized as a traveler's check and issued in a money multiple of United States or foreign currency with a provision for a specimen signature of the purchaser to be completed at the time of purchase and a countersignature of the purchaser to be completed at the time of negotiation.

A.R.S. § 6-1202 (2010)

§ 6-1202. License required

A. A person shall not sell or issue payment instruments, engage in the business of receiving money for transmission or transmitting money, engage in the business of exchanging payment instruments or money into any form of money or payment instrument or engage in the business of receiving money for obligors for the purpose of paying that obligor's bills, invoices or accounts without first obtaining a license as provided in this chapter or becoming an authorized delegate of a licensee with respect to those activities.  A licensee is under the jurisdiction of the department.  A person who is not licensed under this chapter or who is not an authorized delegate of a licensee with respect to those activities is presumed to be engaged in a business that is regulated by this chapter and that requires a license if he advertises, solicits or holds himself out as being in the business of selling or issuing payment instruments, of receiving money for transmission or transmitting money or of converting one form of money to another form of money.

B. No person other than a corporation organized and in good standing under the laws of the state of its incorporation or, if a corporation organized under the laws of a country other than the United States and in good standing under the laws of the country of its incorporation and authorized to do business in this state, may apply for or be issued a license as provided in this chapter.

C. A person engages in business activity regulated by this chapter in this state if any of the following applies:

1. Conduct constituting any element of the regulated activity occurs in this state.

2. Conduct occurs outside this state and constitutes an attempt, offer or conspiracy to engage in the activity within this state and an act in furtherance of the attempt, offer or conspiracy occurs within this state.

3. As part of a business activity described by this section a person knowingly transmits money into this state or makes payments in this state without disclosing the identity of each person on whose behalf money was transmitted or payment was made.

A.R.S. § 6-1203 (2010)

§ 6-1203. Exemptions

A. This chapter does not apply to:

1. The United States or any department or agency of the United States.

2. This state, including any political subdivision of this state.

B. This chapter does not apply to the following if engaged in the regular course of their respective businesses, except that the provisions of article 2 of this chapter apply to:

1. A bank, financial institution holding company, credit union, savings and loan association or savings bank, whether organized under the laws of any state or the United States when the term "money transmitter" is used.

2. A person who engages in check cashing or foreign money exchange and engages in other activity regulated under this chapter only as an authorized delegate of a licensee acting within the scope of the contract between the authorized delegate and the licensee.

3. A person licensed pursuant to chapter 5, 6, 7 or 8 of this title, chapter 9, article 2 of this title, chapter 12.1 of this title or title 32, chapter 9.

A.R.S. § 6-1204 (2010)

§ 6-1204. Application for license; fees

A. Each application for a license shall be made in writing, under oath and in the form prescribed by the superintendent.  The application shall contain at least the following:

1. Copies of the articles of incorporation for the applicant, a listing of all trade names or fictitious names used by the applicant and other information concerning the corporate status of the applicant.

2. The address of the applicant's principal place of business, the address of each location where the applicant intends to transact business in this state, including any branch offices, and the name and address of each location of any authorized delegates.

3. For each executive officer and director of the applicant and for each executive officer and director of any controlling person, unless the controlling person is a publicly traded company on a recognized national exchange and has assets in excess of four hundred million dollars, a statement of personal history in the form prescribed by the superintendent.

4. An identification statement for each branch manager and responsible individual including all of the following:

(a) Name and any aliases or previous names used.

(b) Date and place of birth.

(c) Alien registration information, if applicable.

(d) Employment history and residence addresses for the preceding fifteen years.

(e) Social security number.

(f) Criminal convictions, excluding traffic offenses.

5. The name and address of each authorized delegate.

6. The identity of any account in any financial institution through which the applicant intends to conduct any business regulated under this chapter.

7. A financial statement audited by a licensed independent certified public accountant.

B. Each application shall be accompanied by the nonrefundable application fee and an annual fee as prescribed in section 6-126.

A.R.S. § 6-1205 (2010)

§ 6-1205. Bond required; conditions; notice; cancellation; substitution

A. Each application for a license shall be accompanied by and each licensee shall maintain at all times a bond executed by the licensee as principal and a surety company authorized to do business in this state as surety. The bond shall be in the amount of twenty-five thousand dollars for a licensee with five or fewer authorized delegates and locations, one hundred thousand dollars for a licensee with more than five but fewer than twenty-one authorized delegates and locations and an additional five thousand dollars for each authorized delegate and location in excess of twenty but fewer than two hundred one authorized delegates and locations, to a maximum of two hundred fifty thousand dollars and an additional five thousand dollars for each authorized delegate and location in excess of two hundred authorized delegates and locations, to a maximum of five hundred thousand dollars.

B. The bond shall be conditioned on the faithful compliance of the licensee, including its directors, officers, authorized delegates and employees, with this chapter.  The bond shall be payable to any person injured by the wrongful act, default, fraud or misrepresentation of the licensee, his authorized delegates or his employees or to the state for the benefit of the person injured.  Only one bond is required for any licensee irrespective of the number of officers, directors, locations, employees or authorized delegates of that licensee.

C. The bond shall remain in effect until cancelled by the surety, which cancellation may be had only after thirty days' written notice to the superintendent.  That cancellation does not affect any liability incurred or accrued during the thirty day period.

D. In lieu of the bond prescribed in this section, an applicant for a license or a licensee may deposit with the superintendent cash or alternatives to cash acceptable to the superintendent in the amount of the required bond. Notwithstanding section 35-155, subsection E, the principal amount of the deposit shall be released only on written authorization of the superintendent or on the order of a court of competent jurisdiction.  The principal amount of the deposit shall not be released to the licensee before the expiration of five years from the first occurrence of any of the following:

1. The date of substitution of a bond for a cash alternative unless the superintendent determines in his discretion that the bond constitutes adequate security for all past, present or future obligations of the licensee. After that determination, the cash alternative may be immediately released.

2. The surrender of the license.

3. The revocation of the license.

4. The expiration of the license.

E. Notwithstanding subsections A through D of this section, if the required amount of the bond is reduced, whether by change in the number of authorized delegates or locations or by legislative action, a cash deposit in lieu of that bond shall not be correspondingly reduced but shall be maintained at the higher amount until the expiration of three years from the effective date of the reduction in the required amount of that bond unless the superintendent in his discretion determines otherwise.

A.R.S. § 6-1205.01 (2010)

§ 6-1205.01. Net worth requirements

A. Each applicant for a license shall have and each licensee shall maintain at all times a net worth of at least one hundred thousand dollars, calculated according to generally accepted accounting principles.

B. Any licensee who is engaged in the business regulated under this chapter at more than one location pursuant to section 6-1207 or through authorized delegates pursuant to section 6-1208 shall have an additional net worth of fifty thousand dollars for each location or authorized delegate located in this state, as applicable, to a maximum of five hundred thousand dollars.

C. A licensee whose business conducts a total of more than five hundred thousand dollars in transactions that involve transmitting money in an amount of one thousand dollars or more during the preceding year shall maintain net worth in addition to the amounts required by subsections A and B of this section. The additional net worth shall be not less than ten per cent of the total of such transactions conducted in this state, calculated according to generally accepted accounting principles to a maximum of five hundred thousand dollars.

A.R.S. § 6-1206 (2010)

§ 6-1206. Issuance of license; renewal

A. On the filing of a complete application, the superintendent shall investigate the financial condition and responsibility, financial and business experience, character and general fitness of the applicant. In his discretion, the superintendent may conduct an on-site investigation of the applicant, the reasonable cost of which shall be borne by the applicant. The superintendent shall issue a license to an applicant if the superintendent finds that all of the following conditions are met:

1. The applicant has complied with sections 6-1204, 6-1205 and 6-1205.01.

2. The competence, experience and integrity of the officers, directors and controlling persons and any proposed management personnel indicate that it would be in the interest of the public to permit such person to participate in the affairs of a licensee.

3. The applicant has paid the required license fee.

B. The superintendent shall approve or deny every application for an original license within one hundred twenty days after the date an application is complete, which period may be extended by the written consent of the applicant. The superintendent shall notify the applicant of the date on which the application is determined to be complete. In the absence of approval or denial of the application or consent to the extension of the one hundred twenty day period, the application is deemed approved and the superintendent shall issue the license effective as of the first business day after that one hundred twenty day period or any extended period.

C. A licensee shall pay a renewal fee as prescribed in section 6-126 on or before November 1 of each year. The renewal fee shall be accompanied by a renewal application in the form prescribed by the superintendent. A license for which no renewal fee and application have been received by November 1 shall be suspended. A licensee may renew a suspended license no later than December 1 of the year of expiration by paying the renewal fee plus one hundred dollars for each day the renewal fee and application were not received by the superintendent. A license expires on December 1 of each year, unless earlier renewed, surrendered or revoked. A license shall not be granted to the holder of an expired license or to an incorporator, director or officer of the holder of an expired license except on compliance with the requirements provided in this article for an original license.

A.R.S. § 6-1207 (2010)

§ 6-1207. Principal and branch offices; notices

 A. A licensee shall designate and maintain a principal place of business for the transaction of business regulated by this chapter.  If a licensee maintains one or more places of business in this state, the licensee shall designate a place of business in this state as its principal place of business for purposes of this section.  The license shall specify the address of the principal place of business and shall designate a responsible individual for its principal place of business.

B. If a licensee maintains one or more locations in this state in addition to a principal place of business, and those locations are to be under the control of the licensee and not under the control of authorized delegates as prescribed in section 6-1208, the licensee shall obtain a branch office license from the superintendent for each additional location by filing an application as required by the superintendent at the time the licensee files its license application.  If branch offices are added by the licensee, the licensee shall file with the superintendent an application for a branch office license with the licensee's next quarterly fiscal report prescribed by section 6-1211.  The superintendent shall issue a branch office license if the superintendent determines that the licensee has complied with the provisions of this subsection. The license shall indicate on its face the address of the branch office and shall designate a manager for each branch office to oversee that office.  The superintendent may disapprove the designated manager then or at any later time if the superintendent finds that the competence, experience and integrity of the branch manager warrants disapproval.  A person may be designated as the manager for more than one branch.  The licensee shall submit a fee as prescribed in section 6-126 for each branch office license.

C. A licensee shall prominently display the money transmitter license in its principal place of business and the branch office license in each branch office.  Each authorized delegate shall prominently display at each location a notice in a form prescribed by the superintendent that indicates that the authorized delegate is an authorized delegate of a licensee under this chapter.

D. If the address of the principal place of business or any branch office is changed, the licensee shall immediately notify the superintendent of the change.  The superintendent shall endorse the change of address on the license for a fee as prescribed in section 6-126.

A.R.S. § 6-1208 (2010)

§ 6-1208. Authorized delegates of licensee; reports

A. A licensee may conduct the business regulated under this chapter at one or more locations in this state through authorized delegates designated by the licensee.

B. Each contract between a licensee and an authorized delegate shall require the authorized delegate to operate in full compliance with the law and shall contain as an appendix a current copy of this chapter.  The licensee shall provide each authorized delegate with operating policies and procedures sufficient to permit compliance by the delegate with the provisions of title 13, chapter 23 and this chapter and rules adopted pursuant to this chapter. The licensee shall promptly update the policies and procedures to permit compliance with those laws and rules.

C. An authorized delegate is not liable for any obligation imposed on its licensee by this chapter with respect to the business for which it is a delegate.  On suspension or revocation of a license or the failure of a licensee to renew its license, the superintendent shall notify all delegates of the licensee who are on record with the department of the department's action. On receipt of this notice, an authorized delegate shall immediately cease to operate as a delegate of that licensee.

A.R.S. § 6-1209 (2010)

§ 6-1209. Cease and desist orders; examinations

A. In addition to his authority under section 6-137, the superintendent may issue an order to cease and desist against a licensee, requiring the licensee to cease conducting its business through an authorized delegate and to take appropriate affirmative action, pursuant to section 6-137, if the superintendent finds that:

1. The authorized delegate has violated, is violating or is about to violate any applicable law or rule or order of the superintendent.

2. The authorized delegate has failed to cooperate with an examination or investigation by the superintendent or the attorney general authorized by this title.

3. The competence, experience, integrity or overall moral character of the authorized delegate or any controlling person of the authorized delegate indicates that it would not be in the interest of the public to permit that person to participate in the business regulated under this chapter.

4. The financial condition of the authorized delegate is such that it might prejudice the interests of the public in the conduct of the business regulated under this chapter.

5. The authorized delegate has engaged, is engaging or is about to engage in any unsafe or unsound act, practice or transaction or an act, practice or transaction that constitutes a violation of this title or of any rule or order of the superintendent.

B. Any business for which a license is required by this chapter conducted by an authorized delegate outside the scope of authority conferred in the contract between the authorized delegate and the licensee is unlicensed activity.  An authorized delegate of a licensee holds in trust for the benefit of the licensee all monies received from the sale or delivery of the licensee's payment instruments or monies received for transmission.  If an authorized delegate commingles any such monies with any monies or other property owned or controlled by the authorized delegate, a trust against all commingled proceeds and other monies or property owned or controlled by the authorized delegate is imposed in favor of the licensee in an amount equal to the amount of the proceeds due the licensee.

C. An authorized delegate is subject to examination by the superintendent at the discretion of the superintendent.  The licensee is responsible for the payment of an assessment for the examination of its authorized delegates to the extent that the examination relates to the activities conducted by the authorized delegate on behalf of the licensee. That assessment shall be made at the rate set by the superintendent for examination of an enterprise pursuant to section 6-125, subsection B, and payment of that assessment shall be made as prescribed by section 6-125.

A.R.S. § 6-1210 (2010)

§ 6-1210. Suspension or revocation of licenses

 The superintendent may suspend or revoke a license if the superintendent finds any of the following:

1. The licensee has made a material misstatement or suppressed or withheld information on an application for a license or any document required to be filed with the superintendent.

2. A fact or condition exists that, if it had existed or had been known at the time the licensee applied for its license, would have been grounds for denying the application.

3. The licensee is insolvent as defined in section 47-1201.

4. The licensee has violated any provision of title 13, chapter 23, this chapter or rules adopted pursuant to this chapter or any order of the superintendent.

5. An authorized delegate of the licensee has violated any provision of title 13, chapter 23, this chapter or rules adopted thereunder or any order of the superintendent as a result of a course of negligent failure to supervise or as a result of the willful misconduct of the licensee.

6. The licensee refuses to permit the superintendent or the attorney general to make any examination authorized by this title.

7. The licensee knowingly fails to make any report required by this chapter.

8. The licensee fails to pay a judgment entered in favor of a claimant, plaintiff or creditor in an action arising out of the licensee's business regulated under this article within thirty days after the judgment becomes final or within thirty days after expiration or termination of a stay of execution or other stay of proceedings, whichever is later.  If execution on the judgment is stayed by court order, operation of law or otherwise, proceedings to suspend or revoke the license for failure of the licensee to comply with that judgment may not be commenced by the superintendent under this subsection until thirty days after that stay.

9. The licensee has been convicted in any state of a felony or of any crime involving a breach of trust or dishonesty.

A.R.S. § 6-1211 (2010)

§ 6-1211. Reports

Each licensee shall file with the superintendent within forty-five days after the end of each fiscal quarter a consolidated financial statement including a balance sheet, income and expense statements and a list of all authorized delegates, branch managers, responsible individuals and locations within this state that have been added or terminated by the licensee within the fiscal quarter.  Information regarding branch managers and responsible individuals shall include the information prescribed in section 6-1204, subsection A, paragraph 4.  For locations and authorized delegates, the licensee shall include the name and street address of each location and authorized delegate.

A.R.S. § 6-1212 (2010)

§ 6-1212. Permissible investments

A. Every licensee shall maintain at all times permissible investments that comply with either of the following:

1. A market value computed in accordance with generally accepted accounting principles of not less than the aggregate amount of all of its outstanding payment instruments.

2. A net carrying value computed in accordance with generally accepted accounting principles of not less than the aggregate amount of all of its outstanding payment instruments, provided the market value of these permissible investments is at least ninety-five per cent of the net carrying value.

B. Notwithstanding any other provision of this chapter, the superintendent, with respect to any particular licensee or all licensees, may limit the extent to which any class of permissible investments as defined in section 6-1201 may be considered a permissible investment, except for money and certificates of deposit. The superintendent may by rule prescribe or by order allow other types of investments which the superintendent determines to have substantially equivalent safety as other permissible investments to be considered a permissible investment under this chapter.

A.R.S. § 6-1213 (2010)

§ 6-1213. Records

A. Each licensee shall keep and use in its business books, accounts and records in accordance with generally accepted accounting principles that will enable the superintendent to determine whether that licensee is complying with the provisions of this chapter.  Each licensee and authorized delegate shall preserve its records for at least five years after making the final entry on any transaction.  Each authorized delegate shall keep records as required by the superintendent.

B. For each authorized delegate, the licensee shall maintain records that demonstrate that the licensee conducted a reasonable background investigation of each authorized delegate.  A licensee shall preserve those records for at least five years after the authorized delegate's most recent designation by the licensee.  For an authorized delegate designated after November 1, 1991, the records shall be available at all times, and for an authorized delegate designated on or before November 1, 1991, the records shall be available at all times after November 1, 1992.

C. The records of the licensee regarding the business regulated under this chapter shall be maintained at its principal place of business or, with notice to the superintendent, at another location designated by the licensee. If the records are maintained outside this state, the superintendent may require that the licensee make those records available to the superintendent at his office not more than five business days after demand.  The superintendent may further require that those records be accompanied by an individual who is available to answer questions regarding those records and the business regulated under this chapter.  The superintendent may require the appearance of a specific individual or may request the licensee to designate an individual knowledgeable with regard to the records and the business.  The individual appearing with the records shall be available to the superintendent for up to three business days.

D. On-site examinations of records prescribed by this chapter may be conducted in conjunction with representatives of other state agencies or agencies of another state or of the federal government as determined by the superintendent. In lieu of an on-site examination, the superintendent may accept the examination report of an agency of this state or of another state or of the federal government or a report prepared by an independent licensed certified public accountant.  Joint examination or acceptance of an examination report shall not be deemed a waiver of examination assessments provided by law, and joint reports and reports accepted under this subsection are considered an official report of the department for all purposes.  Information obtained by examinations prescribed by this article shall be disclosed only as provided in section 6-129.

A.R.S. § 6-1214 (2010)

§ 6-1214. Liability of licensees

Each licensee is liable for the payment of all moneys covered by payment instruments that it sells or issues in any form in this state whether directly or through an authorized delegate and whether as a maker or drawer or as money received for obligors or for transmission by any means whether or not that instrument is a negotiable instrument under the laws of this state.

A.R.S. § 6-1215 (2010)

§ 6-1215. Notice of source of instrument; transaction records

A. Every payment instrument sold by a licensee directly or through an authorized delegate shall bear the name of the licensee and a unique consecutive number clearly stamped or imprinted on it.

B. For every transaction involving the receipt of money from a customer, the licensee or authorized delegate who receives the money shall maintain written records of the transaction. The records may be reduced to computer or other electronic medium.  The records collectively shall contain the name of the licensee, the street address of the location where the money was received, the name and street address of the customer if reported to the licensee or authorized delegate, the approximate date of the transaction, the name or other information from which, together with other contemporaneous records, the superintendent can determine the identity of those employees of the licensee or authorized delegate who may have conducted the transaction and the amount of the transaction.  The information required by this section shall be available through the licensee or authorized delegate who received the money for at least five years from the date of the transaction.

A.R.S. § 6-1216 (2010)

§ 6-1216. Acquisition of control

A. A person shall not directly or indirectly acquire control of a licensee or controlling person without the prior written approval of the superintendent, except as otherwise provided by this section.

B. An application for approval to acquire control of a licensee shall be in writing in a form prescribed by the superintendent and shall be accompanied by information as the superintendent may require.  The application shall be accompanied by the fee prescribed in section 6-126.  The superintendent shall act on the application within one hundred twenty days after the date on which the application is complete, unless the applicant consents in writing to an extended period.  An application that is not denied or approved within that period shall be deemed approved as of the first business day after the expiration of that period.

C. The superintendent shall deny the application to acquire control of a licensee if he finds that the acquisition of control is contrary to law or determines that disapproval is reasonably necessary to protect the interest of the public. In making that determination, the superintendent shall consider both of the following:

1. Whether the financial condition of the person that seeks to control the licensee might jeopardize the financial condition of the licensee or prejudice the interests of the public in the conduct of the business regulated under this chapter.

2. Whether the competence, experience, integrity and overall moral character of the person that seeks to control the licensee, or the officers, directors and controlling persons of the person that seeks to control the licensee, indicate that it would not be in the interest of the public to permit that person to control the licensee.

D. Nothing in this section prohibits a person from negotiating or entering into agreements subject to the condition that the acquisition of control will not be effective until approval of the superintendent is obtained.

E. This section does not apply to any of the following persons or transactions:

1. A registered dealer who acts as an underwriter or member of a selling group in a public offering of the voting securities of a licensee or controlling person of a licensee.

2. A person who acts as proxy for the sole purpose of voting at a designated meeting of the security holders of a licensee or controlling person of a licensee.

3. A person who acquires control of a licensee or controlling person of a licensee by devise or descent.

4. A person who acquires control of a licensee or controlling person as a personal representative, custodian, guardian, conservator, trustee or any other officer appointed by a court of competent jurisdiction or by operation of law.

5. A pledgee of a voting security of a licensee or controlling person who does not have the right, as pledgee, to vote that security.

6. A person or transaction that the superintendent by rule or order exempts in the public interest.

F. Before filing an application for approval to acquire control, a person may request in writing a determination from the superintendent as to whether that person will be deemed in control on consummation of a proposed transaction.  If the superintendent determines in response to that request that the person will not be in control within the meaning of this chapter, the superintendent shall enter an order to that effect and the proposed transaction is not subject to the requirements of this section.

A.R.S. § 6-1217 (2010)

§ 6-1217. Appointment of superintendent as agent for service of process; forwarding of process; consent to jurisdiction

A. A licensee, an authorized delegate or a person who knowingly engages in business activities that are regulated under this chapter with or without filing an application is deemed to have done both of the following:

1. Consented to the jurisdiction of the courts of this state for all actions arising under this chapter.

2. Appointed the superintendent as his lawful agent for the purpose of accepting service of process in any action, suit or proceeding that may arise under this chapter.

B. Within three business days after service of process upon the superintendent, the superintendent shall transmit by certified mail copies of all lawful process accepted by the superintendent as an agent to that person at its last known address.  Service of process shall be considered complete three business days after the superintendent deposits the copies of the documents in the United States mail.

A.R.S. § 6-1218 (2010)

§ 6-1218. Prohibited transactions

A person shall not engage in conduct requiring a license under this chapter as an authorized delegate of a principal if that principal is not licensed under this chapter.  A person who does so shall be deemed to be the principal seller, issuer or actor, and not merely an authorized delegate, and is liable to the holder, remitter or customer as the principal.

A.R.S. § 6-1219 (2010)

§ 6-1219. Investigations; violation; classification

Repealed effective August 25, 2004, by Laws 2004, Ch. 291, § 2.

A.R.S. § 6-1241 (2010)

§ 6-1241. Reports to the attorney general; investigation; violation; classification

A. Within thirty days after any transaction or series or pattern of transactions that is conducted or attempted by, at or through the business and that involves or aggregates five thousand dollars or more in funds or other assets, each licensee and authorized delegate of a licensee and each money transmitter shall file with the attorney general's office in a form prescribed by the attorney general a report of the transaction or series or pattern of transactions if the licensee, authorized delegate or money transmitter knows, suspects or has reason to suspect that the activity either:

1. Involves funds that are derived from illegal activities, is intended or conducted in order to hide or disguise funds or other assets that are derived from illegal activities, including, without limitation, the ownership, nature, source, location or control of the funds or other assets, as part of a plan to violate or evade any law or regulation or to avoid any transaction reporting requirement under this chapter or may constitute a possible money laundering violation under section 13-2317 or another racketeering violation as defined in section 13-2301.

2. Has no business or apparent lawful purpose or is not the sort of activity in which the particular customer would normally be expected to engage and the licensee, authorized delegate or money transmitter knows of no reasonable explanation for the activity after examining the available facts, including the background and possible purpose of the activity.

B. A licensee, authorized delegate or money transmitter that is required to file a report regarding business conducted in this state pursuant to the currency and foreign transactions reporting act (31 United States Code sections 5311 through 5326, including any special measures that are established under 31 United States Code section 5318A, and 31 Code of Federal Regulations part 103 or 12 Code of Federal Regulations section 21.11) shall file a duplicate of that report with the attorney general.

C. All persons who are engaged in a trade or business and who receive more than ten thousand dollars in money in one transaction or who receive more than ten thousand dollars in money through two or more related transactions shall complete and file with the attorney general the information required by 31 United States Code section 5331 and the federal regulations relating to this section concerning reports relating to cash received in trade or business.

D. A licensee, authorized delegate or money transmitter that is regulated under the currency and foreign transactions reporting act (31 United States Code section 5325 and 31 Code of Federal Regulations part 103) and that is required to make available prescribed records to the secretary of the United States department of treasury on request at any time shall follow the same prescribed procedures and create and maintain the same prescribed records relating to each transaction.

E. In addition to the requirements under subsection D of this section and in connection with each transaction that involves transmitting money in an amount of one thousand dollars or more, whether sending or receiving, a licensee or, for transactions conducted through an authorized delegate, an authorized delegate shall retain a record of each of the following:

1. The name and social security or taxpayer identification number, if any, of the individual presenting the transaction and the person and the entity on whose behalf the transaction is to be effected.

2. The type and number of the customer's verified photographic identification, as described in 31 Code of Federal Regulations section 103.28.

3. The customer's current occupation.

4. The customer's current residential address.

5. The customer's signature.

F. Subsection E of this section does not apply to transactions by which the licensee's customer is making a bill payment either to a commercial creditor pursuant to a contract between the licensee and the commercial creditor or to a utility company.

G. Each licensee shall create records that reflect the provision of updated operating policies and procedures pursuant to section 6-1208, subsection B and of instruction that promotes compliance with this chapter, title 13, chapter 23 and 31 United States Code section 5318, including the identification of the provider and the material and instruction that were provided.

H. On request of the attorney general, a county attorney or the superintendent, a licensee, authorized delegate or money transmitter shall make any records that are created pursuant to this section available to the attorney general, a county attorney or the superintendent at any time.

I. A licensee or, for transactions conducted through an authorized delegate, an authorized delegate shall maintain any customer identification records that are created pursuant to subsection E of this section for three years. After three years, the licensee or, for transactions conducted through an authorized delegate, the authorized delegate shall deliver the customer identification records to the attorney general. The attorney general shall make the records available on request to the superintendent or a county attorney but shall not otherwise distribute the customer identification records without a court order. The customer identification records shall not be used for any purpose other than for criminal and civil prosecution and the prevention and detection of fraud and other criminal conduct.

J. If the superintendent or the attorney general finds that reasonable grounds exist for requiring additional record keeping and reporting in order to carry out the purposes of this chapter and to prevent the evasion of this chapter, the superintendent or the attorney general may:

1. Issue an order requiring any group of licensees, authorized delegates or money transmitters in a geographic area to do any of the following:

(a) Obtain information regarding transactions that involve total dollar amounts or denominations of five hundred dollars or more, including the names of any persons participating in those transactions and any persons or entities on whose behalf they are to be effected.

(b) Maintain records of that information for at least five years and make those records available to the attorney general and the superintendent.

(c) File a report with the attorney general and the superintendent regarding any transaction in the manner prescribed in the order.

2. Issue an order exempting any group of licensees or authorized delegates from the requirements of subsection E of this section based on the geographic area, the volume of business conducted, the record of compliance with the reporting requirements of this chapter and other objective criteria.

K. An order issued pursuant to subsection J of this section is not effective for more than one hundred eighty days unless renewed after finding that reasonable grounds exist for continuation of the order.

L. The timely filing of a report required by this section with the appropriate federal agency shall be deemed compliance with the reporting requirements of this section, unless the attorney general has notified the superintendent that reports of that type are not regularly and comprehensively transmitted by that federal agency to the attorney general.

M. This chapter does not preclude a licensee, authorized delegate, money transmitter, financial institution or person engaged in a trade or business from instituting contact with and disclosing customer financial records to appropriate state or local law enforcement agencies if the licensee, authorized delegate, money transmitter, financial institution or person has information that may be relevant to a possible violation of any criminal statute or to the evasion or attempted evasion of any reporting requirement of this chapter.

N. A licensee, authorized delegate, money transmitter, financial institution, person engaged in a trade or business or director, officer, employee, agent or authorized delegate of any of them that keeps or files a record as prescribed by this section, that communicates or discloses information or records under subsection M of this section or that requires another to make any such disclosure is not liable to any person under any law or rule of this state or any political subdivision of this state or under any contract or other legally enforceable agreement, including any arbitration agreement, for the disclosure or for the failure to provide notice of the disclosure to the person who is the subject of the disclosure or to any other person who is identified in the disclosure. This subsection shall be construed to be consistent with 31 United States Code section 5318(g)(3).

O. The attorney general may report any possible violations indicated by analysis of the reports required by this chapter to any appropriate law enforcement agency for use in the proper discharge of its official duties. If an officer or employee of this state or any political subdivision of this state receives a report pursuant to 31 United States Code section 5318(g), the report shall be disclosed only as provided in 31 United States Code section 5318(g). A person who releases information received pursuant to this subsection except in the proper discharge of official duties is guilty of a class 2 misdemeanor.

P. The requirements of this section shall be construed to be consistent with the requirements of the currency and foreign transactions reporting act (31 United States Code sections 5311 through 5326 and federal regulations prescribed under those sections) unless the context otherwise requires.

Q. A person who refuses to permit any lawful investigation by the superintendent, a county attorney or the attorney general or who refuses to make records available to the superintendent, a county attorney or the attorney general pursuant to subsection H of this section is guilty of a class 6 felony.

A.R.S. § 6-1242 (2010)

§ 6-1242. Investigations

 A. The attorney general may conduct investigations within or outside this state to determine if a licensee, authorized delegate, money transmitter, financial institution or person engaged in a trade or business has failed to file a report required by this article or has engaged or is engaging in an act, practice or transaction that constitutes a money laundering violation as provided in section 13-2317.

B. On request of the attorney general, all licensees, authorized delegates, money transmitters and financial institutions shall make their books and records available to the attorney general during normal business hours for inspection and examination in connection with an investigation pursuant to this section.

Ariz. Adv. Rep. --, 166 P.3d 916, 2007 Ariz. App. LEXIS 178 (Ct. App. 2007)