CM-2017-1398 - 6/9/2017PENDING FINAL SIGNATURE
FROM OTHER PARTY
point,
Client Survey
Thank you for your interest in our Point solution. To getter understand your present situation, your environment, and your
requirements, we request the following information.
Please complete Sections I and ll below with as much information as possible. If there is a question you are unsure of, feel free to skip
it and we will work with you to complete it. Please email your completed Survey to your VeriFone Sales Rep and/or VeriFone SE.
I. Commany Information
Instructions: Please fill in the section below with your company information and billing information. If you are a
reseller, this should be your merchant's information. If you are a merchant, this should be your information_
VeriFone Account Rep
11.
Billing Address
VeriFone Sales Engineer.
Company: L-4+-
Cl
To dc- Company:
Address: -- kAtALK
Address: -
City, State, Zip:v�
C
IULI City, State, Zip:
Contact Name: L15
CIMContact
Name:
Contact Tim: YQ
YXCr
- IR� Contact Title
Contact Phone:
Contact Fax: �- -
-
Contact Phone:
- Contact Fax:
Contact Email:
r
nlact Email:
POS Software Provide
L.�16
Reseller Name (if applicable);
Name of Company who will be submitting orders.-
rders.
II. Card Processing
Reference Matrix:
Credit / Debit
Fret Dial Mme. i • • • • • . �
6iONa1 lad -Host * • • • w
Taos • . + _
Vam SL role Hos/ rt r' e
Wald- •
"ADWa NOM
CtL-( - 2 a -7 � / ---� q,,P
I
Rev06122014
Gift
Ctuat PatlmfftOh Tampa Hast - m
Wa on most •— - _.
fin/ Dria Vasiaunk
SVS-
LT-
Varsly SL Palo - . .... i
WpltlPay s r r
point,
Client Survey
Please indicate which CredOeblt processor(s) you
an `X" next to that processor.
Chase Paymentech Tampa Host
First Data Nashville 150
First Data North
Please Indicate which Gig processo(s) you intend
next to that processor,
Chase Pavmentech Tampa Hn-qr
to integrate to or the processors that your customer base currently process to by placin
Global
5t, Pete
to or the processors that your customer base cuaenlly process to by placing an
If processing pin -debit, please indicate the debit key or KSN that should be injected into the terminal. If you do not have
this information, please contact your processor or merchant service provider
Debit Key Part Number or KSN
111. Application Configurations
A. Information for Estate Management Customer ID
instructions: This section is used to create a login to the VHQ Web Portal. VHQ is the web portal that can be used to
remotely update the VeriFone terminal, remotely perform diagnostics on the terminal, or remotely reboot the
terminal. Please enter In a login name for the person who you would like to be the administrator for the VHQ web
portal, along with their contact Information. The administrator can then setup additional users as needed_ VHQ is
only used for MX model devices today. VeriCentre will be used for Vx model devices, but the information below is
still needed.
Login Name <this Is customer primary report -frig login,
preferably the portion before the @ in an email address>
Key Contact
Contact phone
Contact Email Address
Contact Fax Number
B, Information for creating customer Estate Management agent configuration file - MX)
Instructions. This section is only required if you are using an MX915 or MX925 device with the Point solution, If
default values are desired, please leave this section empty. The values can be modified after the terminal has been
Installed at the location, if so desired. This section is not required If you are using a VX terminal.
nal l
Maintenance 2200 Integer Maintenance window start time in the 0000—
Start following format HHMM 2359
Where
2
Rev06122014
IIVA
sm
CH
ens curve
HH =DO —23
MM=00-59
Maintenance
0600
Integer
Maintenance window end Gme in the
0000—
End
following format: HHMM
2359
Where
HH=00-23
MM=00-59
Maintenance
""
String
Maintenance Days for thedevice,
N/A
Days
Concatenate the following strings together
or use' for all days:
Su — Sunday
M — Monday
Tu —Tuesday
W — Wednesday
Th — Thursday
F — Friday
Sa — Saturday
So for example, Maintenance days on
Monday, Tuesday, Thursday and Friday
would set this value to °MtuThP
Customerid
"VHQdefault"
String
The Customer ID assigned to the
NIA
Customer
or Merchant
Indicate Terms or ACH
Amdocs Contract ID 17PO71NT7NA
Ven`Fone S$WICSPM
Implementation Lead
m r Advo ate
VHQ Company Name
The Company ID Is a VeriFone created uniq
VedCentre CWSTER Name
Login Created: VeriFone (HD/SIWSE)
(Note: VeriFone SE will be Customer Admin
RevO6122014
Bill To Oracle ID
BAI To Amdocs ID
AM4M Schedule I D
PWC Acent ID
API Name
POINTNA (camps
for a Customer
COVER PAGE
TO
STANDARD MERCHANT AGREEMENT FOR VERIFONE POINT SOLUTION
0ERTICAL SOL U77ONS AIERCHANTS - DEVICE RENTAL INCLUDED)
This Cover Page is to be toad together with and forms a part ofthe attached Standard Merchant Agreement for the Vcrifone
Point Solution. For additional information regarding included and available features of the Vcrifone Point Solution, refer to Exhibit A
and Exhibit B to the attached Standard Merchant Agreement.
Name of Merchant:
( aase Include full legal entiq, nam, , Indicating is hether a corporation, LX, or pararership)
Type of Verifone Point Solution: Classic
Rental Devices
Base Fee Total Fee
(per manth. per device) (base device fee plus per month, per device fee for each option selected)
Mx915 S 34.00 S Instructions: if a device or option Is not
Mx925 I S NIA S NIA Inclxded rtnder this Agreement, put NA in
Mx Accessories: the applirnbic bas.
Low Contour Mx Stand S 3.00
Mx Purple Cablc(includcs S 2.67
cthcmet switch) requircd
Vx520
Vx805
Vx820
Vx680 wi wireless
Vx690
S NIA
S 26.00
S NIA
S KIA
S NIA
S NIA
S
S N/A
S NIA
$ NIA
E255 S NIA S NIA
E315 S NIA S NIA
E335 w/ barcode S NIA S NIA
E355 w/o barcode S NIA S NIA
E355 Options:
Frame S NIA
Additional Options: (apply to ail Rental Derices)
Priorit Exch e S 1.50
PCl/SAQ I S 3.25
(1) Initial Service Tcrm: Each Rental Device is subject to an Initial Service Term of 36 months; Refer to
ScWon I (g) and (h) of the Standard Merchant Agreement for more information regarding Service Terms.
(2) Nan -Return Fee: Each Rental Device is subject to a 5760 Nan -Return Fee; Refer to Exhibit B, clause (c)
for more information about Non -Return Foes.
(3) All fees are per month per device and include unlimited Internet Protocol (IP) transactions, Dial-up
transactions, if applicable, are subject to an additional surcharge of SO.o 14 per transaction.
(4) All prices are in U.S, dollars.
[sign onfollowingpoge]
COVER PAGE
TO
STANDARD MERCHANT AGREEMENT FOR THE VERIFONE POINT SOLUTION
(VERTICAL SOLUTIONS MERCHANTS - SERVICES ONLY, DEVICE RENTAL NOT INCLUDED)
This Cover Page is to be read together with and forms a part of the attached Standard Merchant Agreement for the Verifone
Point Solution. For additional information regarding included and available features of the Verifone Point Solution, refer to Exhibit A to
the attached Standard Merchant Agreement.
Name of Merchant: Q ti � 0 �- (Z -.AI QC
-'Mlease Include full legal ertip name. indicating urhedurr a corporation, LLC, or partnership) "•"
Type of Verifone Point Solution: Classic
Monthly Service Fee Per 5 17.00
Device' �,);,;J r `• ..,
Options:
PCII5AQ ($323 per device) S Instructions: If an option Is not Included tinder thIS Agreement, put X A In lite
applicable box.
Total Fee: S
Notes:
(i) Ialtil"Crvicc JSrm: Each payment device used with the Point Solution is subject to an Initial Service
Term of 36 months, Rcfer to Section I(e) and (h) of the Standard Merchant Agmcrncnt for more
information regarding Service Terms.
(2) All fees are per month per payment device and include unlimited Internet Protocol (1P) transactions; Dial-
up transactions, if applicable, are subject to an additional surcharge of $0.014 per transaction.
(3) All prices an in U.S. dollars
(sign on follosving page]
IN WI'T'NESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed and delivered this Standard
Merchant Agreement for the Verifone Point Solution to be effective as of the last date set forth below.
MERCHANT COMPANY NAM VERE+ONE, INC.
Gty of Round Rock, Tater
(Please lnchdefull kcal entity name, indicating whether a
emporwtlon, LLC or p��ar``tn..ership)
Nyamc..
Title: City Manager, Round Rock, Texas
Date: 6 ")9 4
Address for Notices:
Form Rev Date: March 20, 2016
By:
Name:
Title:
Date:
Address for Notices;
88 West Plumeria drive
San Jose, CA 95134
Attn: General Counsel
VERIFONE POINT SOLUTION
STANDARD MERCHANT AGREEMENT
This Standard Merchant Agreement for the Verifone Point Solution
(this "Agreement') is being entered into as of the date of the last signature
set forth on the Cover Page (the "Effective Date") by and between the
merchant identified on the Cover Page ("Merchant") and VeriFone, Inc.
("Verifone') regarding the Point Solution (as defined below). The Cover
Page and each Exhibit to this Agreement are incorporated by reference into,
and constitute a part of, this Agreement. VeriFone and Merchant are each
referred to individually as a "Party" and collectively as the "Parties."
1. SCOPE; TERM.
(a) Point Solution. Verifone shall provide Merchant with the Point
Solution in accordance with the terms of this Agreement The "Point
Solution" is comprised of (i) the services selected on the Cover Page of this
Agreement, as further described on Exhibit A (the "Services"); (ii) the
software described in Exhibit A (the "Software"); and (iii) if the Cover Page
provides for the rental of Verifone payment devices ("Rental Devices"),
such Rental Devices, the related services selected on the Cover Page, and the
software, each as described on Exhibit B and which shall constitute part of
the "Services" and "Software" for purposes of this Agreement.
(b) Services Only Aereeements. If Rental Devices are not provided for
under this Agreement, Merchant must separately procure supported VeriFone
payment devices from Verifone or a Verifone teseller for use in connection
with the Point Solution.
(c) Covered Territory_ Verifone is providing the Point Solution under
this Agreement for use in the United States and, solely with respect to credit
card processing, any territory of the United States for which card data is
processed in the United States (the "Covered Territory').
(d) Supported Verifone Devices. Verifone currently supports the
Point Solution on specific Verifonc payment device models, which Verifone
designates from time to time in its discretion, and Merchant may only use the
Point Solution with supported payment devise models. Verifone reserves the
right to cease supporting a payment devise model at any time. Once Verifone
no longer supports a payment device model, Merchant may no longer place
new orders for such payment devices with Verifone or activate such payment
devices on Verifone's Payment Gateway or Estate Management Services
(each as described in Exhibit Ak provided. however. that Verifone shall
continue to provide the Point Solution for (i) any Rental Device or (ii) any
payment device that was activated on Verifone's Payment Gateway or Estate
Management Services prior to Verifone's notification that it has ceased
support for such device, in each case for the remainder of the Initial Service
Tern for such device (as set forth on the Cover Page).
(e) Suo&[kd Software. Notwithstanding anything to the contrary
set forth herein. Verifone shall provide support for the Software for defect
resolution under the Help Desk Services (as described in Exhibit A) only for
the current released version and for those versions released during the prior
eighteen (18) months. If Merchant wishes to continue receiving support far
the Software, Merchant shall be required to have installed a supported
version.
(f) Aucement Term: Termination.
(i) ALm mens Term_ This Agreement shall commence on the
Effective Date and continue for a term of ten (10) years (the "Agreement
Term") until it expires, is terminated in accordance with this
Agreement, or by mutual written agreement, of the Parties. During
the Agreement Term, Merchant may subscribe to the Point
Solution for a supported Verifonc ppayment device at the applicable
=pprice set forth on the Cover Page,, which service will commence and
irate in accordance with Section 1(M below.
Form Rev tare: March 28, 2015
(ii) Termination by Verifone for Good Reason. Verifone may
terminate this Agreement (A) upon thirty (30) days written notice if
Merchant breaches any of the terns in this Agreement, which breach is not
cured within such 30 -day period; (B) upon written notice in the event of any
termination of Merchant's business; (C) upon ninety (90) days' notice to
Merchant if Verifone ceases to offer the Point Solution to its customers
generally; or (D) or in accordance with Section 4(a}•
(iii) Termimnjon by VeriFone following Initial Agreement Term.
Verifone may to mimde this Agreement at any time following the Initial
Agreement Term upon thirty (30) days' written notice to Merchant.
(iv) Termination by Merchant. Merchant may terminate this
Agreement (A) upon thirty (30) days written notice to Vedfone (x) if
Verifone breaches any of the terns of this Agreement, which breach is not
clued within such 30 -day period, or (y) following the Agreement Term,
or (B) in accordance with Section 4(a). or (C) as may otherwise be agreed
between the Parties.
(v) Third -Party Services. Merchant aclmowledges that VeriFone
has contracted with third parties for certain Services that are made available
hereunder, as specified on the Cover Page and in Exhibit A (each, a "Third -
Party Service"). Verifone shall have the right to terminate any Thud -Patty
Service that may be included in the Point Solution at any time upon written
notice to Merchant if Verifone's agreement with its product supplier or
service provider terminates. Upon any such termination, Verifone may, at Its
election and in its sole discretion, either (A) adjust the pricing to reflect the
termination of such Third -Party Service or (B) replace such Third -Parry
Service with a third -party service of equivalent quality.
(i) Subject to the terms of this Agreement, with respect to a
particular Verifone payment device, Verifone shall provide the Point
Solution to Merchant for a service term commencing (A) for Rental Devices
(or any other payment devices shipped directly by Verifone), on the date
such devices arc shipped by Verifone, or (B) for any other payment devices,
on the date on which such device is activated an the Payment Gateway (or, if
Payment Gateway services are not provided under this Agreement, the Estate
Management Services), and in any case ending on the earliest of (1) the date
on which Merchant removes such device from the Payment Gateway (or
Estate Management Services, as applicable), (2) upon Verifone's ceasing to
provide the Point Solution for a payment device, which Verifone shall have
the right to do on thirty days' notice to Merchant following the Initial Service
Tera for such device, and (3) Verifone's termination of this Agreement
pursuant to Section (I l(flril above (the "Service Term").
(ii) Upon the termination of the Service Term for a particular
Verifone payment device. Merchant shall cease using the Point Solution for
such payment device, and Verifone shall cease billing Merchant the monthly
fee for the Point Solution for such payment device.
(i) Upon the termination of this Agreement, Merchant may no
longer subscribe to the Point Solution for new payment devices.
Notwithstanding the earlier termination of this Agreement, this Agreement
shall continue in effect with respect to any payment device for the duration
of such device's Service Term.
(i7 Notwithstanding anything to the contrary contained in this
Agreement, the following Sections shall survive any expiration or
termination of this Agreement: Section 2 (until all fees are paid);
Se tioo,1W and J2; - and Sections d Z $ and l
Merchant's indemnity obiigations, to the extent applicable, under Exhi it A
Wireless Cellular Service; Exhibit R, clauses (a). (c). (d) and (e); and any
other sections that by their two survive the termination or expiration of this
Agreement
2. FEES; PAYMENT.
(a) Fees: rnxes Merchant agrees to pay Verifone the fees for the
Point Solution set forth on the Cover Page. Verifone reserves the right to
change such fees once annually following the Initial Agreement Term to
reflect Verifnne's standard fees, which changed fees shall be
effective as of the beginning of the applicable renewal term. All fees are
exclusive of applicable taxes, including, without limitation. sales tax.
Applicable taxes will be included in the invoice sent to Mcmhant
(b) EM=t ASOMM Verifane's obligations under this
Agreement are subject to Verifone's receipt of a signed copy of its standard
ACH payment agreement (the "Payment Agreement"). Verifone shall have
the right to debit Merchant's designated account for all amounts due
bereunder in accordance with the Payment Agreement.
(c) Failrre to Pao. If Verifone is unable to debit Merchant's
designated account for all fees when due hereunder. (i) Verifone shall be
entitled to charge interest an the overdue payment from the date due until
paid at the rate of 18.0% per anurn, or the maximum rata permissible by
law, whichever is less, and to debit such amounts Cram Metdw is
designated account in accordance with the Payment Agreement; (ii) Verifoae
shall be entitled to withhold Merchant's access to the Point Solution until all
such amounts are paid and Verifone has catflrmed the accuracy and
completeness of Merchant's payment details as set forth in the Payment
Agreement; and (iii) Vadfome reserves the right to pursue any and all legal
remedies to collect the anoutts owed by Merchant. VaiFone shall be
entitled to debit Merchant's designated account for coy actual additional
expenses Incurred by VeriFone in collection efforts.
3. LICENSES.
(a) Paint Sol Subject to the terms and conditions of this
Agreement and Verifone's receipt of payment of the applicable fees.
Verifnrc hereby grants to Merchant a limited, no -exclusive, non-
transfmable, mm-sub-1icanable right and license, in the Covered Territory
during the Service Term for each payment devkc, to access and use the point
Solution subscribed to hereunder solely for Merchant's internal business
purposes. Verifone may modify the Point Solation Cram time to time in its
reasonable discretion, provided that such modifications shall not materially
diminish the functionality thereof.
(b) $ Merchant shall have no right to market. disbt'bute,
sell, assign, Pledge, sublicense, last, deliver or otherwise transfer the Point
Solution. or any component thereof; including without limitation the
Software, to my third party. Merchant shall not reverse engineer, deeompile.
dlsessemble, translate, modify, alter or crate any derivative wort base[
upon the Software, or determine or attempt to determine my source code,
altpnridmts, methods or techniques embodied in the Software, without the
prior express written consent of VeriFone. Merchant shall not remove from
the Rental Devices or the Software, or alter, army of trademarks. trade nano,
logos, pawn of copyright notices, or other notices or nwkh gs, Of odd eery
other notion or makings to the Rental Devices or the Software, without the
prior express written consent of vaif m
(c) OWNRIIII Merchant ac mowledges that the Point Solation
(including shy related docuumastion) and my intellectual property rights
relating to or raiding therein (including my patents, copyrights, trade
secrets, tradarwits, ask names or mask work rights), including the
Proprietary electronics, software and technical infamnsdon of Venfnne
therein (the "Proprietary Materdals . arc proprietary products of Vaifome
and that ownership of such shall remain with and inure to Verifone. Except
for the license rights set forth in this Section 3, Merchant shell have no right,
title or interest thech Verif me reserves all rights in the Propridayr
Materials and any other Verifone intellectual property not exprcssly gamed
hemin
Form Rev Doc Mamb 23.2016
(d) GoiternmentEndUsers The Software was developed entirely at
private expense and Is commeMial computer software provided with
RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S.
Government or a U.S. Government subcontractor is suirject to the restrictions
set forth in this Agreement pursuant to DFARS 227.7202-3(a) or as set forth
In subparagraphs (c)(1) and (2) of the Commercial Computer Software -
Restricted Rights clause at FAR 52.227-19, as applicable.
4. DATA SECURITY.
(a) PCI DSS Warrant for EMCM (}ateway. Verifoae warrants
that, as of the Effective Dau. its Payment Gateway has been deemed
compliant with Payment Card Industry Data Security Standards ("PC[
DSS') by a PC[ Qualified Security Assessor (a "PC1 QSA"). If requested by
Madumt, Verifome will provide a current attestation of compliance signed
by a PC[ QSA. Vedfoae shall seek revalidation of the Payment Gateway as
required by the payment brands during the Agreement Tams In the event
that PCI DSS requi at is applicable to the Payment Gateway change
during the Agamont Term. Version shall use commercially rasmudk
efforts to meet all new applicable PCI DSS requirements. In the event
Verifone is informed by a PCI QSA that the Payment Gateway fails to meet
applicable PCI DSS requirements. Vcrifone shall promptly use commercially
reasonable efforts to modify the Payment Gateway in order to mat such
requirements. In the event that, notwithstanding the use of such
commercially reasonable efforts. Verifene is unable to obtain revalidation of
the Payment Gateway as compliant with PC[ DSS within sixty (66) days of
becoming aware of such failure, either Party may terminate this Agreement
upon written notice to the other Party.
(b) Dah3d Merchant grants VeriFone a limited. non-exclusive
sad irrevocable license during and after the Tem to follow Merehant's
activity inside of the Point Solution components and to use, share, and
disseminate data from Merchant's activity (including its tratwcdons) an an
aggregate and anonymous basis only (such dsW "Derived Data"), including
for purposes of data analytics and optimizing or otherwise enhancing its
prodocts mad s vkm VeriFone will comply with all applicable Laws with
respect to any use, sharing and dissemination of Derived Data. This Section
shall survive any expiration or termination of this Agmment
3. WARRANTIES; DISCLAIMERS.
(a) wont VeriFone warrants that Verifone will perform all
Services in a professional and worlanatd&e manner mrd in compliance with
all applicable federal and state laws.
(b) Disciaimcr EXCEPT FOR THE WARRANTIES SET FORTH
M THIS AGREEMENT. THE POINT SOLUTION IS PROVIDED "AS
IS." VERIFONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS.
IMPLIED OR STATUTORY. INCLUDING WITHOUT LIMITATION
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT OF
THIRD -PARTY RIGHTS. VERIFONE DOES NOT WARRANT THAT
THE POINT SOLUTION, OR ANY COMPONENT THEREOF. WILL
MEET THE REQUIREMENTS OF MERCHANT OR THAT THE
OPERATION OF THE POINT SOLUTION, OR ANY COMPONENT
THEREOF. WILL BE UNINTERRUPTED OR ENTIRELY ERROR FREE.
MERCHANT ACKNOWLEDGES THAT UNDER NO
CIRCUMSTANCES DOES VERIFONE REPRESENT OR WARRANT
THAT ALL ERRORS IN ANY SOFTWARE CAN BE REMEDIED NO
ADVICE OR INFORMATION OBTAINED BY MERCHANT FROM
VERIFONE OR FROM ANY OTHER THIRD PARTY ABOUT THE
POINT SOLUTION SHALL CREATE ANY WARRANTY.
6. LIMITATIONS OF LiABUATY. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS
AORFEMENT. EXCEPT TO THE EXTENT PRO[BBITED BY LAW. (A)
VERIFONE SHALL HAVE NO LIABILITY TO MERCHANT OR ANY
THIRD PARTY FOR SPECIAL, INCIDENTAL„ INDIRECT,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT
NOT LIMITED TO, LOSS OF USE. LOSS OF BUSINESS. LOSS OF
PROFITS OR REVENUE, GOODWILL OR SAVINGS, DOWNTIME, OR
DAMAGE TO. LOSS OF OR REPLACEMENT OF DATA OR
TRANSACTIONS, COST OF PROCUREMENT OF SUBSTITUTE
SERVICES) RELATING IN ANY MANNER TO THE POINT SOLUTION
MM -HER ARISING FROM CLAIMS BASED DI WARRANTY,
CONTRACT, TORT OR OTHIIRWISE), EVEN IF VERIFONE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR
DAMAGE; (B) IN ANY CASE, VERIFONE'S ENTIRE LIABILITY
RELATING IN ANY MANNER TO THIS AGREEMENT OR THE POINT
SOLUTION, REGARDLESS OF THE FORM OR NATURE OF THE
CLAIM, SHALL BE LIMITED IN THE AGGREGATE TO THE FEES
ACTUALLY PAID BY MERCHANT FOR THE POINT SOLUTION
UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR
TO THE CLAIM ARISING; AND (C) VERIFONE SHALL NOT BE
LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE
POINT SOLUTION. THE LIMITATIONS ON VERIFONE'S LIABILITY
SET FORTH IN CLAUSES "(B)" AND "(C)" OF THIS SEMM 6
SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY
OF A PHYSICAL NATURE OR DAMAGE TO TANGIBLE PROPERTY
CAUSED BY VERIFONE'S NEGLIGENCE OR INTENTIONAL
MISCONDUCT, THE L dITATIONS CONTAINED IN SECTIONS 5
ABOVE AND THIS SECTION d ARE A FUNDAMENTAL PART OF
THE BASIS OF VERIFONE'S BARGAIN HEREUNDER, AND
VERIFONE WOULD NOT PROVIDE THE POINT SOLUTION TO
MERCHANT ABSENT SUCH LIMITATIONS.
7. COMPLIANCE WITH LAW,
(a) Compliance with Lew. Merchant sisal comply with all applicable
laws, rules, and regulations in connection with this Alp I I ant. including, but
not limited to, export control laws and anti -corruption and anti4xibery laws.
rules, mrd regulations.
(b) Merchant Strom that if Vaifone
reasonably believes that Maehant is In breach of this Section that aloft
shall be sufficient grounds far farther action by Valfoae, including, without
limitation, a mwellation of any orders or denial of Rit me business, without
any liability or obligation to Ma dmat. In addidot% Madam hereby
Indemnities Veri€om and its affiliatrs,, diree rs, officers and employees for
all costs, expanses, damages, claims, charges, petnaltim fines and other
Iowa that arise in connection with any breads by Machent or Merchant
Repr acmailva of the teems and conditions contained in this Section
L GOVERNING LAW; DISPIiTE RESOLUTION.
(a) Gmmjpg j, This Agreement and the rights of the parties
haeunder shall be governed by and construed and interpreted in accordance:
with the laws of the State of New York, exclusive of dict or dtoicieof-
law rules, and the parties hereby consent to the personal and exclusive
jurisdiction and venue of the state and federal courts in the Southern District
of New York. IN THE EVENT OF ANY DISPUTE BETWEEN THE
PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT
IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES
HEREBY KNOWINGLY AND VOLUNTARILY. AND HAVING HAD
AN OPPORTUNTIY TO CONSULT WITH COUNSEL, WAIVE ALL
RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL
MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR
WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE
UNDER APPLICABLE LAW. To the extant applicable, in the event of any
lawsuit bdween the pelves wising out of or related to this Agreement, the
parties agree to prepare and to timely file in die applicable court a mutual
consent to waive any statutory or other requirements for a trial by jury. The
rights and obligations of the parties under this agreement shall not be
governed by the United Nations Convention on Contracts for the
international Sale of Goods.
(b) Fes. Prim to Initiating army dispute. Naim, or controversy
arising out of or rdeting In any way to this Agreement or the intapretatiok
application. aftcanan, breach, termination, or validity thereof (including
any Naim of indueanent of this Agreement by (rand and including
delamination of the scope or applicability of this agmeman to arbitrate) or
Its subject matter (collectively. "Dispmta"), the Parties will attempt to
resolve such Dispute through negotiations between rquesendatives of the
Fpm Rev Darin Mann 2E. 2016
Parties who have authority to negotiate and settle the dispute. If the matter is
not resolved by nagotielion within thirty (30) days of a Party's meipt of a
written notice of the dispute from the aggrieved Party, then the Parties will
escalate the matter to their nsputivc management, who will attempt to fWly
and finally resolve the dispute. Nothing in this Sw ion (including a party
involdng this Section or Party's delay or failure to invoke this Section) is to
be construed as a waiver of either Party's exercise or partial exache of any
right or remedy under this Agreement.
(e) Arbi%yim of diseores, PLEASE READ THIS SECTION
CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO
COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO
PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN
ARBITRATION. A DISPUTE IS RESOLVED BY AN ARBITRATOR
INSTEAD OF A JUDGE OR JURY. Notwithstanding anything herein to die
contrary. except with respect to enforcing claims for injunctive or equitable
relief and subject to clause (b) above, any Dispute shall be determinied by
binding arbitration before one arbitrate: The arbitration shall be
admittisured by JAMS conducted In accordance with the expedited
procedures set forth in the JAMS Comprehensive Arbitration Rules and
Procedures as time Rules exist an the Effective Date of this Agreement,
Including Rules 16.1 and 16.2 of time Rules. The arbitration shall be held in
the JAMS office that is moat convenient to Madrmn's office Identified on
the Cover Page (Merica anes Office"), and it shall be conducted in one
English language. If a JAMS office does not exist in the county what,+
Madam's Office is located, then the arbitration will be conducted using an
accredited arbitration provider selected by Verifoae and reasonably
acceptable to Merchant. with ofBoes within a reasonable distance from
Merchant's Office. If Merchant initiates the arbitration, Merchant will be
required to pay the first 5250 of any filing fee. Vrifone will pay any filing
fees in Races of 5250, and Voifone will pay all of the ubi ration fees and
costs. IF Vaifone initiates the arbitration, Veifone will. pay all of the filing
fees and all of the arbitration fees and costs. Verifane will bear all of
Vrifom's attorney's fees and costs. Machan is entitled to recover
Merchant's reasonable attorney's fees and costs (not to enrcad $20,000) if
Merchant prevails in the arbitration and the award Masham receives from
the arbitrator is higher bort Verifone's last written settlement offer. When
determining whether Mac amt's award is higher that Vaifane's lot written
settlement offer. Machant's attorney's fees and costs will not be included.
However, if the arbitrator Suds that either the substance of Madam's claim
or the relief sought is frivolous or brought for an improper purpose (as
measured by the standards set forth In Federal Rule of Civil Procedure
I l(bj), their the payment of alt fees shall be governed by the applicable
Rules. Only Disputa involving Merchant and Valfbac may be addressed in
the arbitration. Disputa must be brought in the name of an individual person
or entity and must proceed on an Individual (non -class, non.ee presanadve)
basis. The arbitrator will not award idief for or against anyone who Is not a
parry. if either Party arbitrates a Dispute, neither Party. nor any other Person,
may pursue the Dispute in arbitration as a doss action, class arbilratiet,
Private attorney genual action or other representative action. nor may any
such Dispute be pursued on Merchant's or vasone's behalf to nay litigation
in sty cowl. Claims minding any Dispute and remedies sought. as part of a
class action, class arbitration, private attorney general or other representative
action are subject to arbitration on an Individual (noa•dass, non.
representative) basis. and the arbitrator may award relief only on an
individual (non -class, non -representative) basis. This mans that the
arbitration may not address disputes involving other persons with disputes
similar to the Disputes between Merchant ad Valfexne. Tia arbitrator may
hear and determine any issue of law or fact asserted by a party as dispositive
to lie same extent that a court could hear and determine a motion for
summery disposition (such as a motion for smammy judgment under FRCP
56 by a U.S. District Court). The arbitrator will issue a decision or award In
wridug, briefly slating the essential findings of fact and conclusions of naw.
The arbitrator shall have the authority to award any legal of equitable remedy
or relief that a eaten could order or grant under this Agreement. The
arbitrator, however. is not authorized to chop or air the terms of this
Agreement or to make any award that would extend to any transection other
then Merchant's. All statutes of limitations that are applicable to any dispute
shall apply to any wbWidon between Merchant and Verifam. The parties
shall maintain the confidential natare of the arbitration proceeding and any
award, including the hewing, except as may be necessary to prepare for or
conduct the wbitratiax hearing on the mwri% or except as may be necessary
in comectirt with a tout application fr a preliminary remedy. a judicial
challenge to an award or its esfanxmert, or unless otherwise required by law
or judicial decision. The parties acknowledge that this Agreement evidences
a transaction involving interstate commerce. Notwithstanding the above,
each Party shall have recourse to any court of competent jurisdiction to
enforce claims for hounctive and other equitable relief. Nothing herein shall
preclude either party from seeking provisional remedies in aid of arbitration
from a court of appropriate jurisdiction.
9. GENERAL. This Agreement constitutes the entire agreement between
Verifone and Merriumi and supersedes all prier or coatcmporaneous
communications and prvposala, whether electronic. oral or written, relating
to the subject matter hereof; No amendment or waiver of this Agreement
will be binding unless it has been agreed to in writing by both Parties.
Merchant may not assign this Agreement, In whole or In part. without
Verifone's prior written consent. Subject to the preceding sentence, this
Agreement shall bind Merchant and its permitted successors and assigns.
Vaifone may assign this Agreement, or any of its rights or obligations
hereunder, in its sole discretion. Verifone may delegate or subcontract its
obligations hereunder,) that in such event, Verifome shall at all times
remain responsible for the performance of such obligations by any such
subcontractors. If any provision of this Agreement is found by a court of
competent jurisdiction to be invalid, the Parties agree that the cunt should
endeavor to on the mwft= effect to the Parties' intentions as reflected in
the provision, and that the other provisions of die Agreement shall remain In
Hili font and effect. Verifone shall not be responsible far any failure to
fWfill its obligations hereunder due to causes beyond its reasonaWe control,
Fano Ren sleet: hik6 2g. 2014
Including without limitation acts or omissions of government or military
authority, acts of God, shortages of fuel. energy, labor or materials,
transportation delays, electrical or communication hmMasutictture failures or
disnubances. fires, floods, labor disuubancm riots or wars. Notices made by
Verifone to Merchant under this Agreement that affect Verifone crtstomas
generally (e g., notices of amended Agreements, updated Cees, etc.) may be
pasted on the Verifone Merchant Portal or may be provided upon access to
the Point Solution. Notices suede by Ve dfane under this Agreement for
Merchant or Machant's account specifically (e g , notices of breach =&or
suspension) will be provided to Merchant via the email address provided to
Verifone in Merchant's registration for the Point Solution or in any updated
email add raa Machant provides to Vetifone in accordance with standard
account information update procedures Verife ne may provide from time to
time. It is Merchant's responsibility to keep Merdrmtt's email address
current and Merchant shall be deemed to have received any email sent to any
such email address upon Ve:rifone's sending of the email, whether or not
Merchant actually received the email. Vedfone may also send notices to
Merchant by overnight courier or certified mail to the address in Verifone's
customer database, or such other address as shell have been given to
Verifarte in writing. Merriment shall send notices to Vaifone at the address
set forth on ft Cover Page, or such other address as shall have been given to
Merchant In writing. All mailed notices shall be deemed effective upon the
earliest to occur of: (a) actual delivery. or (b) three days afla mailing,
addressed and postage prepaid, retum receipt tegaeuted.
[Remab der of Pager lntanilonalty Left Bhv* &W A Foflocrs]
lExhibit A
Dff&dDtion of Point Solution
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tlerifone.
ACH Authorization Form
Customer (full legal name):
Account Information
Bank Name:
ABA Routing Number ABA numbers must be 9 digits.
Bank Account Name:
Bank Account Number.
Institution Type
Currency Code: USD
This should be numeric values ony; please include all Us
( PLEASE ATTACH VOIDED CHECK)
Prior to signing this ACH agreement, Customer shall confirm with the bank it identifies above that Veriione's ACH Company ID number
(4990206064) is not blocked by such bank and hereby represents and warrants that it has confirmed same.
This ACH agreement is being entered into in conjunction with Verifone's commercial agreement with Customer for products, software or
services ("Commercial Agreement"). Payment will be initialed in accordance with the Commercial Agreement. In the event of any conflict
between the Commercial Agreement and this ACH agreement, this ACH agreement shall control.
Customer hereby authorizes Verifone, and irrevocably constitutes and appoints Verifone (and any officer or agent thereof, with full power of
substitution) as its true and lawful attorney-in-fact with Irrevocable power and authority in the place and stead of Customer and in the name
of Customer or in its own name (which appointment Is coupled with an interest), (a) to debit directly from Agreement (including any and all
interest, taxes, fees and other amounts chargeable to Customer under the Commercial Agreement) when and as the same shall become
due and payable, and (b) if necessary, to initiate credit entries to the Account to reverse all or a portion of a debit Verifone and Customer
agree that ACH transactions involving the Account must comply with the provisions of U.S. law.
If Customer believes that any payment transaction initiated by Verifone (or Els agent) with respect to the Account is erroneous, or If
Customer needs more information about any such transaction, Customer should contact Verifone as soon as possible by telephone at
(727) 953-4000. In any event, Verifone must hear from Customer no later than 90 days after the date the questionable transaction FIRST
appeared on the Account in order to receive a credit Verifone will attempt to determine whether an error occurred within ten (10) business
days after Verifone hears from Customer and will correct any error promptly. If Verifone needs more time, however, Verifone may take up
to forty -rive (45) days to investigate Customer's complaint or question.
This ACH agreement shall remain in full force and effect until the earlier of (a) Verifone has received written notification from Customer of
its termination in such time and in such manner as to afford Verifone and its financial institution a commercially reasonable opportunity to
act on il, or (b) termination of Customer's obligation to pay Verifone under the Commercial AgreemenL In addition, Verifone may terminate
this ACH agreement upon written notice If Customer fails to pay any fees or other payments when due, if Verifone is unable to direct debit
Customer's Account because there are Insufficient funds, the Account has closed, or Verifone's direct debit attempt has been blocked. Any
termination of this ACH agreement shall not relieve Customer of its payment obligations under the Commercial Agreement
Customer.
Authorized Email
Signer. address:
Title:
Signature:
Phone Number.
Date:
If you have more than one authorized signer on this account, please attach additional sheets as necessary to include their names and
signatures. Also, please attach proof of account authority for above signer If signing on behalf of an entity (e.g., corporate board
resolution, authorization letter signed by a senior office, etc.)
SEND COMPLETED ACH AGREEMENT TO VERIFONE
by mail: ATTN: Billing Department
300 PARK PLACE BLVD, SUITE 100
CLEARWATER. FL 33759
by small: Lreselter�-setup@VERIFONE.com
setup@VERIFONE.com
If you need additional assistance, call (888) 297-7604; ext 5 - Billing.
v 010915
City of Round Rock
ROUND ROCK
L .,•..e Agenda Item Summary
Agenda Number:
Title: Consider executing a Standard Merchant Agreement with VeriFone Point
Solutions for point of sale software services.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 6/9/2017
Dept Director: Heath Douglas
Cost: $10,200.00
Indexes:
Attachments: Contract.pdf, LAF.pdf
Department: Information Technology
Text of Legislative File CM -2017-1398
Consider executing a Standard Merchant Agreement with VeriFone Point Solutions for
point of sale software services.
This is a standard merchant agreement with Verifone Point Solutions to provide device
and merchant services for library patron self-service check out stations. The Verifone
solution integrates with the Comprise customer self-service solution and the backend
Koha ILS account management module.The service provides patrons the ability to pay
fines and fees associated with their library account at the self-service stations while
they are checking out books.
The merchant services were previously provided by Authorize.Net. Authorize.Net is no
longer compatabile and is being replaced because VeriFone is the only merchant
service provider currently capable of integration between Comprise and the City's Koha
ILS system.
The service includes 5 devices to be run at the checkout stations at a cost of $56.67
per month per device. The total cost for all five devices annually will be approximately
$3,400. The initial service term is for 3 years with a total cost over three years of
$10,200.
Cityof Round Rock Page 1 Printed on W/2017
Agenda Item Summary Continued C*2017--7398
**If there is no cost for the item, please delete from here down before submitting"*
Cost: $10,200
Source of Funds: 10020008-5277
City of Round Rock Pape 2 Printed on 8/8/2017