A Contract Agreement Between DFS Services LLC and Discover.com

Transcription

1 Date: COMPANY NAME: CONTACT NAME/ ADDRESS: CITY, ST ZIP: Re: POS Dealer Engagement Program for Merchant Acceptance Enablement Dear:, This letter agreement ( Letter Agreement ) is being entered into by and between DFS Services LLC ( Discover ) and (Dealer) and sets forth the understanding of the parties with respect to a point-ofsale (POS) Dealer engagement program managed by Dealer and funded by Discover. 1. POS Dealer Engagement Program. The parties agree to implement the POS Dealer Engagement Program for a period of twelve (12) months, commencing as of the Effective Date (as defined in Section 5 below). Dealer shall work with Discover to seek to obtain increased card acceptance of Discover products and those of our network partners among Dealer s existing merchants that do not currently have such acceptance. 2. Qualification: Dealer attests that they have an installed base of at least fifty (50) merchant accounts in their portfolio that have the ability to accept credit cards. 3. Dealer Obligations: Within 30 days of the effective date of this agreement, Dealer will: a) Register on Discover s signage site b) Register on Discover s VAR Connection at c) Register at the Discover Rewards Portal Within 90 days of the effective date of this agreement, Dealer will d) Complete a mailing of Discover signage and cashier acceptance awareness kits, bearing the Discover acceptance mark and those of our network partners, funded and provided by Discover, to 100% of Dealer s existing client sites. Throughout the term of this agreement, Dealer will: e) Make best efforts to install support for Discover card products and those of our network partners such as, but not limited to, Diners Club, JCB, and Union Pay, at 100% of Dealer client sites on a go-forward basis. f) Validate 100% of go-forward Dealer site installations with test transactions using Discover test cards obtained from registration at the Discover Rewards Portal. Dealer will provide Discover with the test card number(s) for validation, tracking and payment purposes. (Note: Discover will not compensate Dealer for any test transactions that cannot be validated by Discover as having processed successfully.) g) Deploy Discover signage at 100% of Dealer client sites enabled with Discover on a go-forward basis. h) Participate in Dealer Engagement Schedule A. Fix merchant non-acceptors if identified via cardholder referral within 30 days of referral. Dealer will provide Discover a monthly report including: (a) POS merchant locations referred to by Discover and fixed, including merchant name/dba name, merchant address (b) the date a fix was completed (c) the date test transaction(s) were performed (d) test card number(s) used to perform test transaction. i) Agree to meet monthly with Discover personnel via conference call to report the number of installations and validations completed in the previous month and to discuss the POS Dealer engagement program s success and/or any necessary adjustments that need to be made. Both parties agree to use reasonable business efforts to resolve any conflicts. j) If desired, Dealer can participate in the additional Dealer incentive as outlined in Dealer Engagement Schedule B.

2 Page 2 of 5 k) If mutually agreed upon, additional Schedules can be developed for Dealer to receive future funding from Discover that can offset POS hardware and software costs. 4. Funding and Payment. Discover will compensate Dealer a $200 one-time payment once Dealer has agreed to Dealer Obligations and completed registration on the Discover websites outlined in Section 3(a), 3(b) and 3(c). Discover reserves the right to pay this sum via a Discover Gift Card. Paid within 30 days Dealer completing the above actions. 5. Term. This Letter Agreement is effective on the date listed at the top of page 1 of this agreement (the Effective Date ) and shall remain in effect for an initial term of one (1) year. The Letter Agreement will automatically renew for successive twelve (12) month terms, however, neither party shall be obligated to renew this Letter Agreement and may terminate this Letter Agreement with 30 days written notice. In addition, this Letter Agreement may be terminated by either party upon thirty (30) days written notice in the event of any breach of this Letter Agreement by the other party that is not cured within such 30-day notice period. 6. General. a) THE WARRANTY DISCLAIMERS AND LIMITED LIABILITY PROVISIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DEALER AND DISCOVER. b) The parties hereto agree that the terms of this Letter Agreement are strictly confidential and shall not be disclosed to any third party without the prior written consent of the other party except as may be necessary to allow a party to perform its obligations under this Letter Agreement. In addition, the parties shall not reveal any information related to a specific Card, Cardmember, merchant, business information or data regarding procedures and business, any list of customers, technical information or any other proprietary information in written or oral. The provisions of this Section 6(b) shall survive the expiration or termination of this Letter Agreement for a period of ten (10) years with respect to all information that has been disclosed. c) This Letter Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. d) Any modification, amendment, supplement or other change to this Letter Agreement must be in writing and signed by duly authorized representatives of Dealer and Discover. e) The relationship of the parties shall be non-exclusive and nothing in this Agreement shall be construed so as to restrict the right of either party to enter into agreements with third parties. f) Neither party may assign or delegate its rights and obligations under this Letter Agreement without the prior written consent of the other party; provided, however, that either party may assign this Letter Agreement as a whole to any person or entity into which the assigning party has merged or which has otherwise succeeded to all or substantially all of the business and assets to which this Letter Agreement pertains, by merger, consolidation, reorganization or otherwise. This Letter Agreement will be binding upon the parties and their respective legal successors and permitted assigns. g) Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed as set forth herein or to such other address as shall be given in accordance with this sentence. Any such notice shall be effective upon receipt. ************ IN WITNESS WHEREOF, the parties hereto have caused these terms to be executed by their duly authorized representatives as of the Effective Date. DFS SERVICES LLC Company Name: By: By: Name: Title: Date: Name: Title: Date: Referred By: BlueStar

3 Page 3 of 5 DEALER ENGAGMENT SCHEDULE A Per Merchant Location Incentive To be eligible for the incentives outlined in Schedule A Dealer must have met all obligations under this agreement. 1. Project Objective: Obtain increased Discover card acceptance of Discover products and those of our network partners among Dealer s existing merchants that do not currently have such acceptance. 2. Summary of Services to be Performed: A) Discover will: 1) Identify Dealer s existing merchant locations that are non-acceptors of Discover and/or Discover s network partners (e.g.: JCB, UnionPay, BCcard, etc) 2) Request Dealer to fix specified merchant locations 3) After a fix has been reported by a Dealer to Discover, Discover will validate that the test transaction processed successfully. (Note: Discover will not compensate Dealer for any test transactions that cannot be validated by Discover as having processed successfully.) 4) Compensate Dealer (All payments for agreed upon merchant locations shall be made by Discover upon 30 days of its receipt of Dealer s invoice.) B) Dealer will: 1) Fix merchants identified by Discover within 30 days of referral 2) Conduct a test transaction(s) on-site at the merchant location to confirm the fix 3) Report the fix to Discover and submit an invoice to Discover. (Dealer will invoice Discover once per month for payment of the aggregate of merchant locations successfully updated in previous calendar month.) 3. Compensation: a) Discover agrees to pay Dealer $150 for each merchant location fixed and tested by the Dealer and validated by Discover. Paid within 30 days of Dealer reporting fix to Discover. Total fees paid under this schedule are not to exceed $10,000. Dealer payments will be made via check, ACH, fedwire, or Discover Gift Card. 4. Invoice Address Kristin Vinson Discover Financial Services 2402 W Beardsley Road, Invoice #20A Phoenix, AZ, kristinvinson@discover.com

4 Page 4 of 5 DEALER ENGAGEMENT SCHEDULE B Additional Dealer Incentives If desired, Dealer can submit a list of Dealer clients that are non-acceptor s of Discover products and those of our network partners to be considered for an Approved Target Merchant List and additional incentives if during the Acceptance Remediation process the Dealer identifies merchant relationships divided into the following segments, based on bankcard transaction volume, measured at a headquarters level where appropriate. If in the event that Dealer provides a self-reported estimate for merchant bank card volume, Discover reserves the right to charge back the additional incentive amount or terminate the agreement if actual merchant volume, once enabled for Discover, is not within the expected volume range as outlined below. Discover may agree to offer Dealer additional Approved Target Merchant Lists as long as this Agreement remains in effect. Dealer access to the incentives in this Schedule requires Dealer to have an active Dealer Agreement. The additional Dealer incentive program is subject to ongoing program availability and is reviewed annually to ensure the program is continuing to accomplish Discover business objectives. Fees paid for the additional Dealer incentive are not to exceed $50,000. Segments: 1. Tier One Merchants that may have outlets that have had Five Million Dollars ($5,000,000) or more in bankcard transaction volume (bankcard volume does not include Discover acceptance volume) during the previous calendar year ( Tier One Merchants ). For each Tier One Merchant that (a) begins card acceptance after the Effective Date of this Agreement, (b) has at least Five Thousand Dollars ($5,000) in Net Sales volume ( Tier One Merchant Target Volume ) and (c) for such signed Tier One Merchant either 95% of its outlets have processed at least One Dollar ($1.00) of net sales volume or it has run a successful test card transaction on 100% of its outlet POS device terminals within 12 months from Effective Date of this Agreement ( Calculation Period ), Discover agrees to pay Dealer Two Thousand Dollars ($2,000) per successfully enabled headquarter. Discover will validate that the Tier One Merchant has complied with the requirements described herein, prior to making a payment with respect to a Tier One Merchant. The period for measuring Tier One Merchant Target Volume will start with the first full month following the activation date of the Tier One Merchant. 2. Tier Two Merchants that may have outlets that have had One Million Dollars ($1,000,000) or more, but less than Five Million Dollars ($5,000,000) in bankcard transaction volume (bankcard volume does not include Discover acceptance volume) during the previous calendar year ( Tier Two Merchants ). For each Tier Two Merchant that (a) begins card acceptance after the Effective Date of this Agreement, (b) has at least Five Hundred Dollars ($500) in Net Sales volume ( Tier Two Merchant Target Volume ) and (c) for such signed Tier Two Merchant either 95% of its outlets have processed at least One Dollar ($1.00) of Net Sales Volume or it has run a successful test card transaction on 100% of its outlet POS device terminals within 12 months from Effective Date of this Agreement ( Calculation Period ), Discover agrees to pay Dealer One Thousand Dollars ($1,000) per successfully enabled headquarter. Discover will validate that the Tier Two Merchant has complied with the requirements described herein, prior to making a payment with respect to a Tier Two Merchant. The period for measuring Tier Two Merchant Target Volume will start with the first full month following the activation date of the Tier Two Merchant.

5 Page 5 of 5 DEFINED TERMS 1. Acceptance Remediation means in order to achieve increased card acceptance of Discover products and those of our network partners, Dealer and Discover agree to engage in Acceptance Remediation activities to proactively identify customers of Dealer who are non-acceptors of Discover products and those of our network partners and obtain card acceptance at these merchant locations. 2. Approved Target Merchant List means a list of merchants extracted from the list of Dealer clients that are nonacceptor s of Discover products and those of our network partners provided by the Dealer for whom Discover agrees to approve as eligible for the Dealer to target for card acceptance. Only merchants on the Approved Target Merchant List are qualified to result in the payment of the Dealer incentive