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HomeMy WebLinkAboutAgreement_General_08/10/2017 POINT&PAY,LLC E-PAYMENT SERVICES AGREEMENT Parties: Point A Pay,LLC("PNP") [Village of Tequesta,FL)('Cllent') A subsidiary of NAB,doing business in Delaware Terms SECTION 1 E-PAYMENT SERVICES 1.4 Service Promotion Client will use reasonable efforts to promote the Services and 1.1 Access to Payment Modules build awareness of the Services with its customers through 1.1.1 Pursuant to this E-Payment Services Agreement (this various media including,but not limited to: 'Agreement', PNP grants Client a limited, non-exclusive,non- • Print:Bill inserts,counter displays,and transferable and terminable license for the duration of the Term announcements in Client's newsletter to use the electronic payment services (the 'Services") and • Online:Home page announcements with an easily payment modules (each, a "Module' chosen in the attached accessible,one-click link to payments page. product application ('Product Applicadonj to enable Client's PhoneAVR:Prerecorded message with the ability to customers ("Customers")to make payments to Client using a transfer to payments IVR(e.g.,"Press 2 to make a Payment Device. 'Payment Device" means the payment payment")or provide the IVR phone number to call. type(s) chosen by Client on the Product Application. A • Joint Press Releases:The parties shall mutually agree description of all Modules,Services,training and support offered upon press releases announcing the availability of by PNP is attached as Exhibit A(the"Services Description'. electronic payment services and the partnering of Client and PNP. 1.1.2 At the time of Client's execution of this Agreement,Client 1.5 Trademark License shall also return the completed Client Application to PNP. PNP grants Client a limited, non-exclusive, non-transferable Subject to the terms and conditions of this Agreement the license to use the PNP trademarks, service marks and logos Services may be also be used by the affiliated offices,bureaus, agencies or departments of Client('Affiliates•). Each Affiliate provided by PNP to Giant (the "TrademarksS Services to solely to shall complete a Client Application prior to commencement of Connection with Clients promotion the Services. Customers. Client shall not alter the Trademarks the Seicdemarks nor use the Trademarks in any way which Is disparaging, dilutive or 1.2 Client Representatives otherwise adversely affects the reputation of PNP. PNP will provide Client's authorized representatives with a logon 1.6 Client logo License and password to access the Counter Module. Client shall be Client grants PNP a limited, non-exclusive, non-transferable solely responsible for maintaining the confidentiality and security license to use its applicable logos, copyrighted works and of the logons and passwords provided by PIS. Client will cause trademarks ("Client Marksl solely in connection with the each of its representatives to change the initial password,keep Services provided to Client. Client shall provide the Client the passwords confidential, refrain from sharing passwords Marks to PNP for use with the Services. Client represents that it and/or logon information with any unauthorized user,and use no has all intellectual property rights required for ChWs and PNP's other password to access the Counter Module. PNP shall be use of Client Marks,and shall Indemnify PNP against any third entitled to rely on any communications it receives under Client's party claims that the Client Marks infringe the intellectual passwords,logon information,and/or account number as having property this of a third party. been sent by Client,without conducting any further checks as to the Identity of the user of such Information. PNP will not be responsible for the operability or functionality of any of Client's computer equipment,system,browser or Internet connectivity. 1.3 Payment Device Transactions AN Payment Device transactions using the Services will be processed through a secured link. The parties to each Payment Device transaction will be the Customer cardholder, the Client and PNP. PNP E-Payment Services Agreement J1.0 rev 071008 1 SECTION 2 COMPENSATION property, industrial and other proprietary rights, protected or proteclable, under the laws of the United States, any foreign 2.1 Services Transaction Fee country, or any political subdivision thereof, including (a) all PNP will charge the transaction fee to use the Services set forth trade names, trade dress, trademarks, service marks, logos, on the Product Application. If Services fees are charged directly brand names and other identifiers, (b) copyrights, moral rights to Customers by PNP, Customers will receive a notice each (including rights of attribution and rights of integrity),(c)all trade time they use the Services stating that the Services are provided secrets, inventions, discoveries, devices, processes, designs, by PNP and that a convenience fee is charged for use of the techniques, ideas, know-haw and other confidential or Services. PNP may change the amount of such fee by notifying proprietary information,whether or not reduced to practice, (d) Client of such new amount at least thirty(30)days prior to such all domestic and foreign patents and the registrations, charge. applications, renewals,extensions and continuations(in whole or in part)thereof,and(a)all goodwill associated with any of the 2.2 Activation Fee foregoing and(f)all rights and causes of action for infringement, If applicable, Client shall pay the one-tine Activation Fee set misappropriation, misuse, dilution or unfair trade practices forth on the Product Application. If the Activation Fee or any associated with(a)through(d)above. portion of the Activation Fee is waived by PNP and the Client does not implement the Service under this Agreement within six 3.2 Ownership and Use of PNP Materials months after the Effective Date, other than due to a material Any software developed by or on behalf of PNP for use in breach by PNP,the waived portion of the Activation Fee shall connection with the Services remains the exclusive property of become in mediately due and payable. PNP. Client will not sag,transfer,barter,trade,license,modify or copy any such sottware. Web pages accessible through use 2.3 Charge-backs and Returns of the Services are the copyrighted intellectual property of PNP Unless otherwise specified in the Product Application,PNP will and may riot be copied in whole or part by anyone. Any training set off(a)the amount of any charge-backs,refusals to pay and materials (including, but not ironed to,webinars and manuals) retums from any amounts otherwise owing by PNP to Client and provided to Client by PNP shall remain the exclusive property of (b) a transaction handling fee for charge-backs and non- PNP. PNP grants Client and Client's personnel a limited, non- sufficient funds(NSF)as specified in the Product Application. exclusive,non-transferrable license to use and to make copies of the training materials with its personnel solely in connection 2.4 ACH Debit of Fees with the Services. Training materials may not be modified by Client hereby authorizes PNP,and any subsidiary or successor Client or its personnel or disclosed to any third parry,including thereof, solely with respect to amounts due pursuant to this Client's end-user customers. Client shall ensure all personnel Agreement and any subsequent agreements between Client shall complete and review all training materials prior to using the and PNP, including but not limited to service fees, transaction Services. fees,charge-backs and retums as set forth in Sections 2.1 and 2.3 of this Agreement, to initiate Automated Clearing House 3.3 Reverse Engineering ('ACH')Authorizations to credit and debit Client's bank account Client will not reverse engineer,reverse assemble,decompile or as set forth on the Banking Authorization Form attached hereto disassemble any of PNP's intellectual property, nor will Client as Exhibit B or otherwise provided by Client. Client attempt to do so or enable any third party to do so or otherwise acknowledges that it will be subject to a$25 reject fee If items attempt to discover any source code,modify the Service in any are retumed for insufficient funds. manner or form, or use unauthorized modified versions of the Service,including(without limitation)for the purpose of building SECTION 3 INTELLECTUAL PROPERTY; a similar or competitive product or service or for the purpose of CONFIDENTIALITY obtaining unauthorized access to the Service.Client Is expressly prohibited from sublicensing use of the Service to any third 3.1 No Transfer or License parties. If Client becomes aware that any person has engaged Except for the rights expressly granted to Client in this or is likely to have engaged in any of the activities described in Agreement,no PNP Intellectual Property Right is transferred or this Section 3.3,Client will promptly notify PNP. licensed to Client pursuant to this Agreement,by implication or otherwise. PNP reserves and retains all rights, titre and interests in and to the PNP Intellectual Property Rights,and all copies,revisions,modifications,updates,and upgrades thereof. Client agrees not to remove, alter or destroy any copyright, patent notice, trademark or other proprietary markings or confidential legends placed on or within any portion of the PNP Intellectual Property Rights. For purposes of this Agreement, Intellectual Property Rights' means all the intellectual PNP E4*m nt Services ATewa N v2.0 rev 07100E 2 14 Confidential Information Client will provide PNP with prompt written notice so that PNP 3.4.1 Any Confidential Information provided by PNP to Client may seek a protective order or other appropriate remedy or pursuant to this Agreement will remain the exclusive property of waive compliance with the confidentiality provisions of this PNP. Client will disclose such Confidential Information only to Agreement. those of Its representatives and employees who need to know such Confidential Information for purposes of performing this 3.6 Failure to Comply Agreement,who are informed of the confidential nature of the If Client fails to comply with any of its obligations pursuant to this Confidential Information and who agree,for the benefit of PNP, Section 3,PNP will have the right to immediately terminate this to be bound by the terns of confidentiality in this Agreement. Agreement by providing written notice of such termination to Client will, and will cause each of its representatives and Client employees, to keep confidential and not to disclose in any manner whatsoever any Confidential Information provided by 3.7 Survival PNP pursuant to this Agreement, and not to use such Confidential Infonmdon,in whole or in part,directly or indirectly, The rights and obligations of the parties provided for in this Sector 3 or i survive any expiration or termination of this for any purpose at any time other than for the purposes Agreement or contemplated by this Agreement Notwithstanding the its term. foregoing,if Client is a city,county,township or similar entity,or government agency or department thereof,Client may disclose SECTION 4 WARRANTIES;DISCLAIMER Confidential Information as necessary to comply with applicable public records laws. 4.1 Warranties 4.1.1 Each party represents and watrants that it has the full 3A2 For purposes of this Agreement, "Confidential legal right,authority and power to enter into this Agreement and Information" means all nonpublic or proprietary information of Pew its obligations hereunder. PNP, including proprietary, technical, development, marketing, 4.12 PNP represents and warrants that the Services will be sales, operating, performances, cost, know-how, business and process information, computer programs and programming provided in a professional,workman-like manner consistent with techniques,security features(including,without limitation,multi- industry standards. level access and login features, audit trail setup, interfaces 42 Disclaimers between the Counter Module and the Internet or IVR Modules), 42.1 PNP does not represent that Clients or its Customers use all record bearing media containing or d'adosing such of the Services will be uninterrupted or error-free, or that the information and techniques, and anything marked confidential, system that makes the Services available will be free of vintses that is disclosed by PNP to Client pursuant to this Agreement. h Confidential Information also includes the terms and conditions t other harmful components resulting from the Internet or any of this Agreement third party providers or products outside the control of PNP. 4.2.2 EXCEPT FOR THE WARRANTIES EXPRESSLY SET 3.5 Exclusions The term Confidential Information will not a FORTH IN THIS SECTION 4, PNP DISCLAIMS ALL apply to information WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR that: (a)is or becomes generally available to the public other OTHERWISE, INCLUDING, WITHOUT LIMITATION, than as a result of a disclosure by Client in breach of this WARRANTIES OF MERCHANTABILITY, FITNESS FOR A Agreement; (b) was within Client's possession prior to its PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE disclosure by or on behalf of PNP,provided that the discloser of SERVICE IS PROVIDED TO CLIENT ON AN"AS IS"AND"AS such information was not known by Client to be bound by a AVAILABLE"BASIS,AND IS FOR COMMERCIAL USE ONLY. confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, PNP with respect to such information; (c) becomes available to Client on a non- confidential basis from a source other than PNP, provided that such source is not known by Client to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, PNP with respect to such information;or(d)is developed independently by Client,as demonstrated by the written records of Gien, without use of such information. The confidentiality obligations of Client pursuant to this Agreement will not apply to any Confidential Information of PNP that Client is legally compelled to disclose. In the event Client becomes legally compelled to disclose any Confidential Information provided pursuant to this Agreement, PPP E-Payment Services Agreement v2.0 rev 071008 3 SECTION 5 LIMITATIONS OF LIABILITY AND SECTION 8 TERM AND TERMINATION OBUGA11ON 8.1 Term 5.1 Damages and Liability Limit The initial term of this Agreement will commence on the IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE Effective Date and will and on the third(31d) anniversary of the OTHER PARTY OR ANY THIRD PARTY IN CONNECTION Effective Date (the 'Initial Term'. This Agreement will WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, automaticaYy renew for successive one(1}year terms(each,a CONSEQUENTIAL, RELIANCE, SPECIAL, EXEMPLARY OR "Renewal Term,"and the Initial Term and any Renewal Term PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST may be referred to as a'Term"). The tens of this Agreement PROFITS,EVEN IF THE OTHER PARTY HAS BEEN ADVISED will terminate at the end of the Initial Tenn or any subsequent OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY Renewal Term if either party provides written notice of such RELEASES THE OTHER PARTY AND ALL OF THE OTHER termination to the other party at least sixty(60)days prior to the PARTY'S AFFILIATES, EMPLOYEES, AND AGENTS FROM expiration of the applicable Tenn. ANY SUCH DAMAGES. IN NO EVENT WILL PNP HAVE OR INCUR ANY LIABILITY TO CLIENT OR ANY THIRD PARTY IN 8.2 In the Event of Breach;Effect on Affiliates EXCESS OF THE AGGREGATE COMPENSATION RECEIVED 8.2.1 Subject to the opportunity to cure set forth below,either BY PNP FOR THE SIX-MONTH PERIOD IMMEDIATELY party may terminate this Agreement upon sixty(60)days written PRECEDING THE EVENT GIVING RISE TO A CLAIM FOR notice to the other party in the event of a material,uncured SUCH LIABILITY. THE FOREGOING EXCLUSIONS AND breach of any provision of this Agreement by the other party. LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT Such notice by the complaining party shall expressly state all of PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY the reasons for the claimed breach in sufficient detail so as to FAILS ITS ESSENTIAL PURPOSE. provide the alleged breaching party a meaningful opportunity to cure such alleged breach("Notice"). 52 Refusals of Payment PNP will not be liable for charge-backs or other refusals of 822 Following receipt of Notice,the alleged breaching party payment initiated by any Customer. All such charge-backs and shall have sixty(60)days to cure such alleged breach.Upon other refusals of payment will be refunded by PNP to the termination or expiration of this Agreement,Client shall have no Customer and Client will mark and otherwise treat the related rights to continue use of the Service or the Modules. Expiration Customer account as"unpaid.' or termination of the Agreement by Client or PNP shall also terminate the Affiliates'rights under the Agreement unless 5.3 Errors and Omissions otherwise agreed by the parties in writing. PNP may terminate PNP will not be liable for any errors or omissions in data the Agreement solely with respect to an individual Affiliate provided by Client or Customers. Client will be responsible for without affecting the rights and obligations of Client and other the accuracy of data provided to PNP for use in providing the Affiliates under the Agreement. Services. 8.3 Modification to or Discontinuation of the Service 5A Bank Actions PNP reserves the right at any time and from time to time to PNP will not be liable for any errors, omissions or delays modify, temporarily or permanently, the Service (or any part attributable to the ads or omissions of any bank or other third thereof). In addition, PNP will have the right to discontinue party involved in the processing of any Payment Device accepting any Payment Device by providing not less than ten payment (10) days' written notice to Client In the event that PNP modifies the Service in a manner which removes or disables a SECTION 6 CARDHOLDER DATA SECURITY feature or functionality,on which Client materially relies,PNP,at To the extent applicable,each of the parties shall be required to Clients request, shall use commercially reasonable efforts to comply at all times with the Payment Card Industry Data substantially restore such functionality to Client.In the event that Security Standard Program("PCI-DSSJ in effect and as may be PNP Is unable to substantially restore such functionality within amended from time to time during the term of the Agreement. sixty (60) days, Client shall have the right to terminate the The current PCI-DSS specifications are available on the PCI Agreement.Client acknowledges that PNP reserves the right to Security Standards Council website at discontinue offering the Service and any support at the hftp.Tih m.pcisewftyswdards.org, conclusion of Clients then-current Term.Client agrees that PNP shall not be liable to Client nor to any third party for any SECTION 7 EXCLUSIVITY modification of the Service as described in this Section. Client agrees that PNP will be the exclusive provider of fee- based electronic payment services and that Client will not procure similar such services from any other party. PNP E-Payment Servkes Ageemed v2A rev 071008 4 Exhibit A Services Description The following is a description of all Services and Modules offered by PNP. PNP shall provide the Services to Client and its end-user customers via the specific Modules and Payment Devices chosen by Client in the Client Application. Applicable fees,if any,for Client's elections are set forth on the Client Application. The Services include support and training outlined below at no additional charge to Client. Service Modules • Counter Module. The Counter Module allows customers to make payments to Client in a face-to-face environment or over the phone using a Payment Device. PNP will issue unique confirmation numbers to customers who have completed a payment transaction using the Counter Module. The Counter Module also enables Client's staff to access reports via the web. The Counter Module is required to access the PNP Services. The Counter Module may be used in conjunction with or independently of point-of-sale(POS)terminals. • Web Module. The Web Module allows customers to make payments to Clients online using a Payment Device via a secure website hosted by PNP. Customers who elect to make payments via the Internet can follow a link from the Client website to the Client-branded,PNP-hosted web pages to submit a payment. PNP will issue unique confirmation numbers to customers who have completed a payment transaction using the Web Module. Client may elect bill presentment and account validation functionality for the one-time set-up fee set forth on the Client Application under"Data File Integration." • Interactive Voice Response(1VR)Module. The IVR Module allows Customers to make payments to Clients over the phone using a Payment Device. The Customer calls a toll-free phone number provided and managed by PNP to access the Client branded IVR.The IVR system recognizes Customer instructions through making a payment;the phone keypad is used to enter Payment Device numbers.The IVR system is configured and tested by PNP. PNP will issue unique confnnation numbers to customers who have completed a payment transaction using the IVR Module. Election of the IVR Module includes a Client- branded NR environment and, if applicable, Client shall pay the one-time IVR set-up fee for the IVR Module set forth on the Client Application. In addition,Client may elect to have bill presentment and account validation functionality enabled through the IVR for the one-time set-up fee on the Client Application under"Data File Integration." Customer Payment Devices Each of the Modules can provide the Customer with the ability to pay by Credit Card,Debit Card and/or Electronic Check. Training PNP shall provide instruction manuals and up to four(4)hours of webinar training In Client and Client personnel in connection with the Modules chosen by Client. Support The following support shall be provided to Client and Client's customers at no additional charge during the term of the Services: • First Level Support. PNP shall provide first-level support to Customers via PNlys call center. Customer service representatives shall be available 8 a.m.EST to 10 p.m.EST M-F, to handle customer Inquiries. • Second Level Support. PNP shall provide first4evel support to Client via telephone. Second level support shall be available Monday through Friday during normal business hours. Support availability shall be exclusive of downtime due to scheduled maintenance or events out of PNP's control. Support for the Products may be modified,suspended or terminated in PNP's sole discretion upon prior written notice. PNP E-Payment Services Agreement v2.0 rev 071008 6 SECTION 9 PAYMENT DEVICE TRANSACTION MISCELLANEOUS DEPOSITS The headings of sections and subsections of this Agreement are The exact amount of each approved Payment Device for convenience of reference only and will not be construed to transaction will be electronically deposited into the Client bank alter the meaning of any provision of this Agreement. PNP is an account identified on the Client Application. PNP shall initiate independent contractor and nothing in this Agreement will be such deposits as specified on the attached Client Application. deemed to create any agency,employee-employer relationship, PNP will provide Client's authorized employees with access to partnership, franchise or joint venture between the parties. PNP's online transaction reports for reconciliation purposes. Except as otherwise specifically provided in this Agreement, neither party will have,or represent that it has the right, power SECTION 10 FORCE MAJEURE or authority to bind, contract or commit the other party or to PNP will not be responsible for its failure to perform under this create any obligation on behalf of the other party. Each of the Agreement due to causes beyond its reasonable control, parties will have any and all rights and remedies available to including acts of God, wars, riots, revolutions, acts of civil or them under all applicable laws. The remedies provided for in military authorities, terrorism, fires, floods, sabotage, nuclear this Agreement will be deemed to be non-exclusive and in incidents,earthquakes,storms,or epidemics. If the provision of addition to any other available remedy at law or in equity. All Services under this Agreement is delayed by such an event or rights and remedies are cumulative and may be exercised condition, PNP will promptly notify Client thereof. PNP will use singularly or concurrently. Client may not assign or transfer any commercially reasonable efforts to overcome any such cause of its rights or delegate any of its obligations under this for delay as soon as is reasonably practicable. Agreement to any third party,by operation of law or otherwise, without the prior written consent of PNP. Any attempted SECTION 11 GOVERNING LAW assignment or transfer in violation of the foregoing will be void. This Agreement will be interpreted, construed and enforced in This Agreement will be binding upon,and inure to the benefit of, all respects in accordance with the laws of the State of the successors and permitted assigns of the parties. Client (Michigan)without reference to its conflicts of law principles. shall comply with all applicable laws, rules, treaties, and regulations in its performance of this Agreement. If any SECTION 12 NOTICES provision of this Agreement is held by a court of law to be illegal, All notices or other communications required or permitted by this invalid or unenforceable, the remaining provisions of this Agreement must be in writing and will be deemed to have been Agreement will not be affected and the illegal, invalid, or duly given when delivered personally to the party for whom such unenforceable provision will be deemed modified such that it the notice was intended,or upon actual receipt if sent by facsimile intention of the parties to the fullest extent possible. No or delivered by a nationally recognized overnight delivery amendment or modification of this Agreement will be effective service, or at the expiration of the third day after the date of unless it is in writing and executed by both of the parties. deposit if deposited in the United States mail,postage pre-paid, Nothing contained in this Agreement establishes,creates,or is certified or registered,return receipt requested,to the respective intended to or will be construed to establish or create,any right parties at: in or obligation to any third parry. This Agreement,the Exhibit(s) and the Client Application set forth the entire agreement and If to Client: See Merchant Application understanding of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous If to PNP: Point&Pay, LLC understandings and agreements, whether written or oral, 110 State St. E,Suite D between the parties with respect to such subject matter. Oldsmar.FL 34677 The parties have duly executed this Agreement as of the date of the last signature below(the"Effective Date'). Point&Pay,LLC [Village of Tequesta,FL By: By. — Name: Name: 1C 1 ti�L �. U122 Title: Title: I V L (� Date: Date: � PNP E•Payment Services Agreement v2.0 rev 071008 5 PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records,CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails t_v pmvide-tbe_Rublicc�mids tczthe Village,ar_fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes,and other penalties under Sec. 119.10,Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term,and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer,at no cost to the Village,all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. if the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE,upon request from the Village's custodian of public records, in a format that Is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561)768-068S, OR AT Imcwilliams0teauesta.ore.OR AT 345 TEQUESTA DRIVE,TEQUESTA,FLORIDA 33469. EnsPoirnt&Pay Client Application (PortdverOo�arelorirtemaitraeextry) Ancourt Rep wwfttive: Seen McAnOy Sub"balon Date: Card Readers Quo dhr. Price:$ Target Lire Date: Chant Legal Name ew toad with the■i8: Fedwd Tax ID: Vinga of Tequesle,FL n4NM~ DO&- Va w d ToWesta,FL Addreea: 345 Tequenta Dr. CRy: Tekpeeta State: FL Zip: 33450 Welfafie:Addrese: . .: __...._ __ ,Phone iD-display-onewtomreaoal PdMary Contact Name: Primary Phone*: PrImery Email: Chris Quirk 501-T0B-0700 cquirk@tequeata org Accounting Contact Aoocw' Phone#: AccwWng Email: by Partner ElFbee Paid by Ciuetomer paymat T)rpss: Credo and Dd*Cards:Irtsrohelige plua(+)20 Sale FaIntW/pertraneaction IMVba,MasterCard ®Discover e-Checlre(Abeaboo:$0.95/per traneaodon ®AMEX eEbdb etlo Check Tax Pmgrwn Sofbvm Psrbnr: Bt38A Total Annuai Average Highest conections for Payment payment Product Name Amount Amount 1 Permits $100000 $100 $2WW 2 Water UtAlty $900000 $100 $10000 3 1 $ Is is 4 1 $ $ Is 5 s is Depwift Strumm ON*Betliement I§Dsbn Product Nacre or#train above bank Name PAUNM# Account# AedTvpa Pemita Baulk d Arrarica 003100277 104700*479 ®Check. Cleavinge Water Utility Bank d America 083100277 00478000479 Check. []9a jr4la ❑Cher OBavings DChectL psaviro ❑Check. 08WrW ®POS ❑M ®Web' ❑WdWMPP The underalptad agrees to abide by the Terms and conftp of the GXnWjkEchaM Servkxs vWmbis at r �. Title P innt Nwrw MERCHANT SRRVICES AGREEMWff This Merchant Services Agreement is in connection with the Agreement(the"Agroomesso entered into by and Point and Pay,LLC(Vendor')and its Clients("Merchant")In the event of nay conflict between this Merchant Services Agreement and the Agreement,this Merchant Services Agreement shall take psecodence. The purpose of this Merchant Service Agreement is to comply with MasterCard Imeraational and VISA,USA rcgWrcmcnts that the Machaut be a signatory to a merchant agreement for craft card processing("Merchant Services Agreement')with Global Payments Direct,Inc.("Global Direct')and ("Mensber'j. Merchant agrees to comply with and be bound by the rules and regulations of Visa,MasterCard and any other eared association or network argennstion related to cardholder and transaction ierformation security,including without limitatino,Payment Cud b rstry(PCQ Data.SecuritXkW* &,ViW Cactmoldar b*rmatmn Security Program and MOdorCoWf Site Data Protection P ogra a,*hich may be modfficd tram time to time. Merchant will noi-pralcuf for pmchere any indebtedness that does not arise out of a transaction between a cardholder and Merchant. Merchant may elect to accept credit cards or debit/prepaid cards a both. Global Direct and Member will fed Mercheit,either directly or through(Third Party Name),for daily card transactions to the designated depository account in Merchant's name Head below("Depository Account'). Global Direct and Member will debit an account for rinds owed to Global Direct and Member as a result of the processing services provided hereunder. Merchant,either by itself or through a third party,shall adequately display the card issuer service marks supplied by Global Direct or.Merchant shall cease to use or display such service marks immediately upon notice fiom Global Direct or upon termination of this Merchant Services Agreement Merchant will be paid for the trwanctions it submits under this Merchant Services Agreement by credit to the Depository Account. Merchant represents and warrants that no one other than Merchant has any chum against such indebtedness except as authorized in writing by Member and Global Direct Merchant hereby assigns to Member and Global Direct all of its right,title,and interest in and to all fords payable by the applicable card association or network organization in coon with the tramactions submitted hereunder and agree that Member and Global Direct have the sole right to receive payment Am the applicable card association or network organization in connection with such traoeactions. If a cardholder disputes a transaction, if a transaction is charged back for any reason by the card issuing institution, or if Global Direct or Member has reason to believe a transaction is unauthorized or is otbowise unacceptable,the amount of such transaction may be charged back and debited from the Merchant. Neither Member err Global Direct shall be liable for failure to provide the Services if such failure is due to any caws or condition beyond such patty's reasonable control Such causes or conditions shall include,but shall not be limited to,acts of God or of the public enemy,acts of the Government in either its sovereign or contractual capacity, fins,floods,epidemics,quarantine restrictions,strikaa, shortages of labor or materials,ftesight embargoes,unusually severe weather, breakdowns, operational hilum, electrical power Minas. co on failures, unavoidable delays,the errors or failures of third party systems,or other similar causes beyond such patty's control. The liability of Global Direct and Member for any loss arising out of or relating in any way to this Merchant Services Agreement,the unavailability or rnalfmcdon of the Service,personal fi ry,or property damage,shall,in the aggregate,be limited to actual,direct,and gemaral,moray damages in an amount not to cxeexd one(1)m]outh's average charge paid by Merchant or Merchant's agent hereunder(exclusive of interchange fees,aasemments,and any other fees or coasts that are imposed by a third party in eoamoetfon with Metchant's paynmemt processing)for Services during the previous twelve(12)months or such lower nu mbar of months as shall have elapsed subsequent to the effective date of this Merchant Services Agreement.This shall be the extent of Global Direct's and Member'a liability arising out of or relating in Any way to this Merchant Services Agreement,including alleged acts of negligence,breach of contract,or otherwise and regardless of the firm in which any legal or equitable action may be brought against Global Direct or Member,whether contract,tort,or otherwise,and the foregoing shall constitute Merchant's exclusive remedy.Under no circumstances shall Global Direct or Member be liable for any lost pmfity lost IntmesI or for special,coasequarAK punitive or exemplary damages arising out of or relating in any way to this Merchant Services Agreement,inohrdiag but not limited to,dhunages wising out of placement of a Merchant's mate on any terminated merchant list for any reason,even if Global Direct or Member has been advised of the posal ty of such damages.Under no circumstances shall Global Direct or Member be liable for any settlement amounts pertaining to Switched Transactions;Merchant's recourse therefore shall be to the applicable card issuer. It in agreed that in no event will Global Direct or Member be liable for any claim,loss,billing am,damage, or expense atismg out of or relating in say way to this Merchant Semm Agreement which is not reported in writing to Global Direct by Merchant within 60 days of emb failure to perform or,is the event of a bitting error,within 90 days of the date of the invoioe or applicable statement Mercbaut expressly waives any such claim that is not brought within the time periods stated herein. Nothing b this Merchant Savices Agreement shall be mustmed to amend the rights or remedies Vendor and Merchant have against each other under the Agreement. PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records,CONTRACTOR must provide the Village with copies of requested records,or allow such records to be Inspected or copied,within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails.to:provide_the-public-records.tothe-Village,or fails to make-them- available for Inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes,and other penalties under Sec.119.10,Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term,and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village,all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE,upon request from the Village's custodian of public records, In a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-MS, OR AT Immilliams0teauesta.ore. OR AT 345 TEQUESTA DRIVE,TEQUESTA, FLORIDA 33469.