PAYWARE CONNECT SERVICE AGREEMENT

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1 PAYWARE CONNECT SERVICE AGREEMENT This PAYware Connect Service Agreement (the Agreement ) is entered into as of the date last written below (the Effective Date ), by and between VeriFone, Inc. ( VeriFone ) and the entity identified below ( Merchant ), to grant Merchant the right to use certain of VeriFone s PAYware payment processing services, in accordance with the terms and conditions of this Agreement. 1. RIGHT TO USE PAYWARE CONNECT SERVICE. Merchant is hereby authorized by VeriFone to use the PAYware payment processing services specified in the Exhibit A attached hereto ( PAYware Connect Service ) in accordance with the terms of Exhibit A. VeriFone may modify the PAYware Connect Service from time to time in its reasonable discretion, provided that such modifications shall not materially diminish the functionality thereof. Merchant understands and agrees that Merchant shall be solely responsible for establishing and maintaining the appropriate and necessary connection between Merchant s POS systems and/or website(s) and the PAYware Connect Service. VeriFone may also provide Merchant with certain related third party services with the PAYware Connect Service, as set forth in Exhibit A ( Third Party Services ). VeriFone shall provide support services to Merchant for the PAYware Connect Service as set forth in Exhibit B attached hereto. 2. ACCOUNT INFORMATION. Prior to using the PAYware Connect Service, Merchant will be required to provide VeriFone with Merchant s account information. Merchant agrees: (a) to provide VeriFone with true, accurate, current, and complete information about Merchant, and (b) to inform VeriFone promptly of any changes to such information to keep it true, accurate, current and complete. Merchant shall be liable for the accuracy and legitimacy of all information provided to VeriFone and Merchant may not process orders on behalf of any other entity or individual. Merchant warrants and represents that it is engaged in a lawful business and is duly licensed to conduct such business and agrees that it shall fully comply with all applicable laws and regulations in connection with its use of the PAYware Connect Service. 3. PAYMENT. In consideration of Merchant s use of the PAYware Connect Service and any Third Party Service, Merchant agree to pay the fees for the PAYware Connect Service and Third Party Service set forth on Exhibit A. All fees are non-refundable. All fees are exclusive of applicable taxes, including without limitation sales tax. Payment terms for all invoiced amounts will be thirty (30) days from the date of invoice as long as the account is current. All payments shall be in U.S. dollars, unless a different currency is specified in Exhibit A. Any invoiced amount which is not paid when due will bear a late fee at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less. Accounts must be current to continue purchasing on credit. If Merchant fails to pay any invoiced amount when due, or if for any other reason VeriFone is not satisfied with the credit-worthiness of Merchant, VeriFone reserves the right to pursue any and all legal remedies to collect the amounts owed by Merchant, and to terminate Merchant s access to the PAYware Connect Service and Third Party Service. 4. MAINTENANCE. VeriFone conducts routine maintenance to the PAYware Connect Service. Maintenance is generally scheduled during time periods when overall end user online activity is limited. VeriFone reserves the right to shut down the PAYware Connect Service with no notice should emergency maintenance become necessary. VeriFone reserves the right to remove any user from the PAYware Connect Service should VeriFone determine, in its sole discretion, that the PAYware Connect Service has been compromised or in any way used inappropriately. In extreme cases, removal may occur immediately without prior notification. The foregoing shall also apply to any Third Party Service. 5. DISCLAIMER OF WARRANTIES. THE PAYWARE CONNECT SERVICE AND EACH THIRD PARTY SERVICE (INCLUDING ANY SOFTWARE PROVIDED TO MERCHANT IN CONNECTION THEREWITH, AS SET FORTH IN EXHIBIT A (THE SOFTWARE ), IS PROVIDED "AS IS, WITH ALL FAULTS AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. VERIFONE DOES NOT WARRANT THAT THE FUNCTIONS OF THE PAYWARE CONNECT SERVICE, ANY THIRD PARTY SERVICE OR THE SOFTWARE WILL MEET THE REQUIREMENTS OF MERCHANT. VERIFONE DOES NOT WARRANT THAT THE OPERATION OF THE PAYWARE CONNECT SERVICE, THIRD PARTY SERVICE OR THE SOFTWARE WILL BE UNINTERRUPTED OR ENTIRELY ERROR FREE. MERCHANT ACKNOWLEDGES THAT UNDER NO CIRCUMSTANCES DOES VERIFONE REPRESENT OR WARRANT THAT ALL PROGRAM ERRORS WITH RESPECT TO THE PAYWARE CONNECT SERVICE, THIRD PARTY SERVICE OR THE SOFTWARE CAN BE REMEDIED. NO ADVICE OR INFORMATION OBTAINED BY MERCHANT FROM VERIFONE OR FROM ANY THIRD PARTY ABOUT THE PAYWARE CONNECT SERVICE, THIRD PARTY SERVICE OR THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 6. LIMITATIONS OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT TO THE EXTENT PROHIBITED BY LAW: (A) VERIFONE AND ITS SERVICE PROVIDERS 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 PAYWARE CONNECT SERVICE, THIRD PARTY SERVICE OR SOFTWARE (WHETHER ARISING FROM CLAIMS BASED IN WARRANTY, CONTRACT, TORT OR OTHERWISE), 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 THE PAYWARE CONNECT SERVICE, THIRD PARTY SERVICE AND THE SOFTWARE, REGARDLESS OF THE FORM OR NATURE OF THE CLAIM, SHALL BE LIMITED IN THE AGGREGATE TO THE FEES ACTUALLY PAID BY MERCHANT FOR THE PAYWARE CONNECT SERVICE AND THIRD PARTY SERVICE 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 PAYWARE CONNECT SERVICE, THIRD PARTY SERVICE OR THE SOFTWARE, AND MERCHANT SHALL DEFEND VERIFONE FROM, AND INDEMNIFY AND HOLD VERIFONE HARMLESS AGAINST, ALL SUCH CLAIMS. THE LIMITATIONS ON VERIFONE S LIABILITY SET FORTH IN CLAUSES (B) AND (C) OF THIS SECTION 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 LIMITATIONS CONTAINED IN SECTION 5 ABOVE AND THIS SECTION 6 ARE A FUNDAMENTAL PART OF THE BASIS OF VERIFONE'S BARGAIN HEREUNDER, AND VERIFONE WOULD NOT PROVIDE THE PAYWARE CONNECT 1 Form Rev Date:

2 SERVICE, THIRD PARTY SERVICE AND THE SOFTWARE TO MERCHANT ABSENT SUCH LIMITATIONS. 7. TERM; TERMINATION. This Agreement shall remain in effect until three (3) years from Effective Date, and shall continue in effect for annual renewals thereafter unless one party notifies the other party of non-renewal at least thirty (30) days prior to the renewal date. Fees for the PAYware Connect Service and any Third Party Service in any renewal year shall be VeriFone s then current standard fees for the applicable PAYware Connect Service or Third Party Service, unless otherwise agreed by the parties in writing. Either party may terminate this Agreement upon written notice to the other party if such party breaches any of the terms in this Agreement and fails to cure such breach within thirty (30) days of receipt of notice of such breach. IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed and delivered this Agreement to be effective as of the Effective Date. MERCHANT: By: Name: Title: Date: Address: VeriFone may terminate any Third Party Service at any time upon written notice to Merchant if VeriFone s agreement with its service provider terminates. Upon the expiration or termination of this Agreement, Merchant shall immediately discontinue any use of the PAYware Connect Service, applicable Third Party Services and the Software. Merchant is responsible for retrieving any data stored with VeriFone prior to any termination date. VeriFone does not provide data retrieval services. Notwithstanding anything to the contrary contained in this Agreement, Sections 3, 5, 6, 7 and 8 shall survive any expiration or termination of this Agreement. 8. GENERAL. Merchant acknowledges that the PAYware Connect Service, the Third Party Services and the Software are proprietary products of VeriFone or its service providers and that (as between VeriFone and Merchant) ownership of all patents, copyrights, trademarks, trade names and other intellectual property rights relating to the PAYware Connect Service, Third Party Service and the Software will remain with VeriFone or its service provider. This Agreement constitutes the entire agreement between VeriFone and Merchant and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, relating to the subject matter hereof. For clarity, this Agreement supersedes any on-line Terms of Service that Merchant may be required to accept upon activation of its account. This Agreement will be governed by the laws of the State of California, without regard to its conflict of law provisions. Each party consents to the exclusive jurisdiction and venue of the appropriate courts in Santa Clara County, California for all disputes arising out of or relating to this Agreement. 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. VeriFone may assign or delegate this Agreement, or any of its rights or obligations hereunder, in its sole discretion. No amendment or waiver of this Agreement will be binding unless it has been agreed to in writing by both parties. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give the maximum effect to the parties' intentions as reflected in the provision, and that the other provisions of the Agreement shall remain in full force and effect. Notices made by VeriFone to Merchant under this Agreement that affect VeriFone customers generally (e.g., notices of amended Agreements, updated fees, etc.) may be posted on the VeriFone Merchant Portal or may be provided upon access of the PAYware Connect Service. Any other notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by overnight courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, to the applicable address set forth below. If notice is given in person or by courier, it shall be effective upon receipt; and if notice is given by mail, it shall be effective three (3) business days after deposit in the mail. VERIFONE, INC. By: Name: Title: Date: Address: 2099 Gateway Place, Suite 600 San Jose, CA Attn: General Counsel 2 Form Rev Date:

3 Exhibit A PAYware Connect Service with VeriShield Protect 1. PRICING FOR PAYWARE CONNECT WITH VERISHIELD PROTECT Description: PAYware Connect: The PAYware Connect Service is a comprehensive service that securely routes transactions to/from processors for authorization, logs results and provides on-line tools for reporting, settlement, and terminal management. VeriShield Protect Services: The VeriShield Protect decryption service is available through the PAYware Connect Service and enables processing of transactions in a secure manner such that payment card track data that is encrypted at the VeriShield Protect-enabled VeriFone payment terminal is sent to VeriShield Protect for decryption before further payment processing. Recurring Fees: Description PAYware Connect Service Monthly fee per Client_ID Fee $ per month per Client_ID Basic per transaction fee billed for each transaction, subject to monthly minimum $ per transaction VeriShield encryption (incremental fee, applies only to transactions using VeriShield encryption) $ per transaction Dial-to-IP Conversion (incremental fee, applies only to dial transactions) $0.014 per transaction (see note below) HPP Service (optional additional service) One-Time Fees: Description Fee Managed Services Set Up Fee $ 9.95 **Notes to Pricing: 1. Solution pricing quoted above does NOT include any of the fees the POS solution provider might charge for integration into their application solutions. Merchant would be responsible for payment of such additional fees. 2. Billing Method- Monthly invoice to Merchant. 3. Merchant will provide Level 1 support to its sites. VeriFone will provide Level 2 support to Merchant Corporate for the PAYware Connect Services as set forth in Exhibit B. For any Third Party Service, VeriFone may extend Support Services to such Third Party Service, or the third party may provide direct support to Merchant. The support terms for such Third Party Services are available from VeriFone upon request. 4. Merchant Corporate HQ will be responsible for setting up all of its sites on the PAYware Connect gateway using the Corporate Portal (instruction and assistance will be provided during the training set forth below). 5. Merchant is responsible for managing user access to the Corporate Portal and Store Portals. 6. A one-time Managed Services Setup Fee as set forth above for Corporate Portal setup and training and deployment support will be invoiced immediately upon execution of the Agreement. 7. Billing for recurring fees will begin when the first Merchant store is activated on the PAYware Connect gateway (the Activation Date ). 8. Merchant is required to attend a webinar based support training course prior to having access to the Corporate Portal. Such training shall be provided at no charge to Merchant. 9. VeriFone s Advanced Products Support Group (APSG) will assign an Account Manager to Merchant for consistent support escalations. 10. Merchant will be charged a monthly per site fee as set forth above for each CLIENT_ID active during current billing cycle. Each unique Merchant ID/terminal ID pair is a CLIENT_ID. This rate will not be prorated for any portions of a month. These are billed as actual sites boarded. 3 Form Rev Date:

4 11. The parties anticipate a pilot period for implementation of the PAYware Connect Service, commencing with the Activation Date and terminating days thereafter (the Pilot Period ). 12. Monthly Minimum for Per Transaction Fees: Time Period Pilot Period Subsequent to pilot period Monthly Minimum $0; actual transactions only billed $ (based on a minimum of transactions per month) 13. Per Transaction Fees: Merchant will be charged the per transaction fee for all attempts to process transactions, regardless if the transaction is approved or declined. New transaction types may be made available from time to time. 14. Co Branding of the Merchant Logo on the Corporate and Store Portal is included in PAYware Connect Service. 15. Hosted Payment Page ( HPP ) is a web-based payment page provided for use with PAYware Connect. ecommerce web sites and web-enabled POS systems can use HPP to process transactions, thereby avoiding the need for the web site or POS system to handle sensitive data. VeriFone has contracted with a third party to provide this service (a Third Party Service ). 16. Pricing above is for IP transactions only. Dial transactions are supported for an additional surcharge as set forth above. Dial transactions count towards the included monthly transactions listed above, but the dial surcharge is billed as a separate line item. 2. RIGHT TO USE PAYWARE CONNECT SERVICE Subject to the terms and conditions of this Agreement, and Merchant s payment of the applicable fees as set forth above, VeriFone hereby grants to Merchant a limited, non-exclusive, non-transferable, non-sublicensable right and license to (a) access and use the PAYware Connect Service (with the VeriShield data decryption services if included in the table above) via remote network access; (b) execute, download and display the features, functions and graphical interface components of PAYware Connect Service to communicate, transfer and collect data; and (c) display, download, print and reproduce any documentation provided by VeriFone as reasonably required for the use of the PAYware Connect Service. The forgoing license shall terminate upon any termination of this Agreement, or upon any suspension or termination of Merchant s access to the PAYware Connect Service. Merchant acknowledges that VeriFone may collect and share with its partners data from Merchant transactions (for statistical and other purposes); however, such data shall not include any cardholder data under Payment Card Industry Security Standard s Council rules, any of Merchant s or a customer s personally identifiable information, Merchant s or a customer s personal financial information or any other data that VeriFone may be prohibited from collecting or sharing under applicable privacy laws. Merchant agrees that VeriFone may use such data for purposes of data analytics and optimizing or otherwise enhancing its products and services. VeriFone will comply with all applicable laws and regulations with respect to any use, sharing and dissemination of this data. In accordance with VeriFone s use of derived data, VeriFone reserves the right to anonymously track and report Merchant s activity inside of PAYware Connect. This paragraph shall survive any expiration or termination of this Agreement. 3. HOSTED PAYMENT PAGE SERVICE If Merchant has purchased the Hosted Payment Page ( HPP ) service, this Section 3 shall apply. The HPP service is a web-based payment page provided for use with the PAYware Connect Service. ecommerce web sites and web-enabled POS systems can use HPP to process transactions, thereby avoiding the need for the web site or POS system to handle sensitive data. VeriFone has contracted with a third party, ControlScan, Inc., to provide this service. With respect to the HPP services, ControlScan, Inc. shall be a third party beneficiary to this Agreement. Subject to the terms and conditions of this Agreement, and Merchant s payment of the applicable fees as set forth above, VeriFone hereby grants to Merchant a limited, non-exclusive, non-transferable, non-sublicensable right and license (a) to access and use the HPP services over the Internet and otherwise, solely in conjunction with the use of the HPP websites in accordance with this Agreement; and (b) to use the application program interface(s) that VeriFone makes available in a manner required to allow Merchant s web site to communicate with the HPP services in an appropriate manner and enable VeriFone to provide the HPP services as requested. END OF EXHIBIT A 4 Form Rev Date:

5 EXHIBIT B SUPPORT SERVICES Service Description Support services are available to all resellers and merchant licensees of the PAYware Connect Service (collectively, Licensees ). Initial contact will be with VeriFone call center. Support Services Licensee will be given the toll free telephone help line number to be accessed only by Licensee s qualified technicians for standard PAYware Connect support services, 24 hours per day, seven days per week (24/7). Call/Problem Tracking System Once the VeriFone Call Center receives Licensee s report of program error, VeriFone will document program error in its call/problem tracking system, with a unique case number, which describes the program error and has a severity level (as described in following section) assigned to it. Each case will be electronically dispatched and assigned to the appropriate resource. Severity Levels VeriFone will assign a severity level to each reported program error in accordance with the following criteria. Severity Name Description 1 Severe Unable to use system, critical impact on operations 2 Urgent Able to use system, critical impact on operations. 3 Functional Able to use system, operations severely impacted. 4 Procedural Procedure presently available to circumvent or Design Change Request (DCR) authored 5 Enhancement Enhancement request only Expectation and Response Times Standard Business Coverage is available 24 hours per day, 7 days a week (24/7). The following times reflect elapsed time from initial notification to VeriFone of support requests, hours refer to clock hours and days refer to business days (Monday- Sunday). Problem Classification Initial Call Back Initial Action Plan Severity 1 1 hour 2 hours Severity 2 4 hours 1 day Severity 3 8 hours 3 days Severity 4 48 hours 4 days Enhancements and Other Services Enhancements. VeriFone may from time to time apply enhancements. VeriFone will notify Licensees when updated releases are being applied to production servers and will provide Licensee with supplemental information regarding the enhancements. Other Services. Customization and modification services for the service are not supported or provided under the Agreement. These services shall be provided under a separate Professional Consulting Agreement and Statement of Work at the then current consulting rates. Obligations of Licensee Licensee s First Line Support. Licensee shall provide first line support to all its end users. Licensee support must screen out all problems that have causes other than PAYware Connect Service. Primary Licensee. Licensee may not call VeriFone support on behalf of any other Licensee. Support Contacts. Licensee shall provide VeriFone with support contacts and any other authorized alternates who may be able to contact VeriFone support. Term of Support Services VeriFone shall provide the foregoing support services through the term of this Agreement. Notwithstanding the foregoing, VeriFone shall have the right to terminate the foregoing support services immediately if Licensee fails to comply with any support services terms. Upon termination of the Agreement, Licensee shall immediately discontinue any use of support services. 5 Form Rev Date:

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