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Payware wholesale pricing 2
 

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    Payware wholesale pricing 2 Payware wholesale pricing 2 Document Transcript

    • PAYware Reseller AgreementThis Reseller Agreement (the “Agreement”) is made as of the date last written below (the “Effective Date”), by and betweenTASQ Technology, Inc. (“TASQ”) and the entity identified below (“Reseller”).TASQ is in the business of reselling electronic payment processing products of VeriFone, Inc. (“VeriFone”). TASQ andVeriFone entered into an agreement pursuant to which VeriFone appointed TASQ, and TASQ accepted such appointment, toresell the Products (as defined below) and to appoint other resellers to do so. The purposes of this Agreement is to appointReseller as a reseller of VeriFone’s line of electronic payment processing products described in the applicable Exhibits(“Products”) in accordance with the terms and conditions of this Agreement. The Agreement shall include any Exhibits to thisAgreement signed by TASQ and Reseller after the Effective Date. The Effective Date of any such Exhibit shall be the date lastwritten on such Exhibit.1. Appointment. TASQ hereby appoints Reseller as a nonexclusive reseller of the Products to customers in the UnitedStates. Reseller may sell the Products to customers through its sales agents.2. Product Prices. The fees and invoicing procedures for the Products are as set forth in the applicable Exhibits. Allfees are non-refundable. In the event of any renewal of this Agreement, commencing one (1) year after the Effective Date,TASQ reserves the right to adjust such fees (whether increase or decrease) on thirty (30) days prior written notice to Reseller.3. Support Services. VeriFone will provide support services for Products sold by Reseller as set forth in the applicableExhibits. The fees and invoicing procedures for such support services are as set forth in the Exhibits to this Agreement. In theevent of any renewal of this Agreement, commencing one year after the Effective Date, TASQ reserves the right to adjust suchfees (whether increase or decrease) on thirty (30) days prior written notice to Reseller.4. Payment Terms. Purchases of hardware may be paid by credit card at the time of order. Payment terms for allother amounts due hereunder will be thirty (30) days from the date of invoice as long as the account is current. A creditapplication must be submitted by Reseller and approved by TASQ prior to ordering any Products or Services with net thirty(30) day payment terms. Reseller will make all payments due to TASQ without regard to whether Reseller has made or maymake any inspection of the Products or whether Reseller collects payment from its customer. Any invoiced amount which isnot paid when due will bear a late fee at the rate of eighteen percent (18%) per annum or the maximum rate permitted byapplicable law, whichever is less. Accounts must be current to continue purchasing on credit.5. Taxes. In addition to any other payments due under this Agreement, Reseller shall pay, and indemnify and holdTASQ harmless from, any sales, use, excise, import or export, value-added or similar tax or duty not based on TASQ’s netincome, including any penalties and interest, as well as any costs associated with the collection or withholding thereof, leviedon the delivery of the Products and any services provided hereunder by TASQ to Reseller or its customers. Without limiting thegenerality of the foregoing, Reseller shall not be obligated to pay such taxes if Reseller substantiates that Reseller is purchasingfor resale.6. Orders, Delivery and Shipment. Reseller may initiate purchases under this Agreement by submitting writtenpurchase orders to TASQ. No purchase order will be binding upon TASQ until accepted by TASQ in writing or by shipment ofthe Products applicable to such purchase order. TASQ will use reasonable efforts to deliver the Products on the delivery datespecified in Reseller’s purchase order. TASQ will mark all Products for shipment to Reseller’s address set forth below or to theaddress specified in Reseller’s purchase order and will deliver the Products to a carrier or forwarding agent chosen by TASQor specified in Reseller’s purchase order. Shipment will be F.O.B. TASQ’s shipping point, at which time risk of loss passes toReseller. Reseller will pay all freight, insurance and other shipping expenses.7. Reseller Covenants. Reseller agrees that it is an independent contractor, and shall not be TASQ’s agent and shallhave no authority to bind or commit TASQ. Reseller agrees to comply with all laws and regulations applicable to its business,and shall do nothing during or following the term of this Agreement to injure the reputation or goodwill of TASQ. The Productsare subject to the export control laws of the United States. Reseller must: (i) comply with all applicable export statutes andregulations, and (ii) not permit any other third party to use the Products in violation of such export control laws, statutes andregulations. Reseller will indemnify and hold TASQ harmless from and against any and all claims, proceedings, losses,damages, liabilities, fines, penalties, costs and fees (including reasonable attorneys’ fees) arising in connection with anyviolation of any export control laws by Reseller, its directors, officers, employees and agents.8. Ownership; License Rights.8.1 Ownership. Reseller acknowledges that the Products contain proprietary electronics, software and technical informationof VeriFone or its licensor (collectively “Proprietary Materials”). Ownership of all patents, copyrights, mask work rights, trademarks, 1
    • PAYware Reseller Agreementtrade names and other intellectual property rights relating to or residing in the Products and the Proprietary Materials will remainwith VeriFone or its licensor. Reseller understands and agrees that this Agreement does not constitute a sale of any ProprietaryMaterials or any such intellectual property rights; except that Reseller and its customers will have the limited right to use ProprietaryMaterials in the course of using the Products as set forth in the licenses below. Reseller will promptly notify VeriFone and TASQ ofany actual or threatened misappropriation or infringement of VeriFone’s proprietary rights which comes to Reseller’s attention.8.2 License to PAYware Connect. For PAYware Connect, subject to payment of the applicable fees, VeriFone, throughTASQ, grants to Reseller a non-exclusive, non-transferable limited license to Reseller to access and use PAYware Connectand to grant Reseller’s customers the right to (a) access and use PAYware Connect in the United States; (b) execute,download and display the features, functions and graphical interface components of PAYware Connect to communicate,transfer and collect data; and (c) display, download, print and reproduce any documentation provided by VeriFone asreasonably required for the use of PAYware Connect. Reseller acknowledges that its customers will be required to acceptVeriFone’s standard terms of service for PAYware Connect prior to activating PAYware Connect.8.3 License to PAYware Mobile. For PAYware Mobile, subject to payment of the applicable fees, VeriFone, throughTASQ, grants to Reseller a non-exclusive, non-transferable limited license to Reseller to access and use and to grantReseller’s customers the right to (a) access and use PAYware Connect with the VeriShield Protect data encryption services inthe United States; (b) execute, download and display the features, functions and graphical interface components of PAYwareConnect to communicate, transfer and collect data; and (c) display, download, print and reproduce any documentationprovided by VeriFone as reasonably required for the use of PAYware Connect. Reseller acknowledges that end-users will berequired to accept VeriFone’s standard terms of service for PAYware Connect prior to activating PAYware Mobile.9. Further Restrictions. Reseller will not, and will not permit its customers to, reverse engineer, decompile, disassemble,translate, copy, modify, alter or otherwise change any Product, or part thereof (including without limitation any ProprietaryMaterials, or any software or documentation provided by VeriFone), without the prior express written consent of VeriFone.Reseller will have no right to obtain source code for any Products by any means without the prior express written consent ofVeriFone.10. Trademarks. Reseller will not remove from the Products (or their packaging or documentation), or alter, any ofVeriFone’s trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices ormarkings to the Products (or their packaging or documentation), without the prior express written consent of VeriFone. Resellerwill not remove from the Product packaging or documentation, or alter, any of TASQ’s trademarks, trade names, logos, patent orcopyright notices, or other notices or markings, or add any other notices or markings to the Products packaging or documentation,without the prior express written consent of TASQ. VeriFone, through TASQ, hereby grants to Reseller a non-exclusive, non-transferable limited license to use VeriFone’s trademarks relating to the Products, and TASQ hereby grants to Reseller a non-exclusive, non-transferable limited license to use TASQ’s trademarks relating to the Products packaging and documentationduring the term of this Agreement; provided, however, that (1) Reseller will use such marks only in connection with advertising orpromotion of the Products to denote their origin, (2) Reseller will clearly designate that such marks are owned by VeriFone and/orTASQ, as the case may be, and (3) Reseller will otherwise comply with VeriFone and TASQ’s then current policies for use of itsmarks. Any use of VeriFone’s trademarks by Reseller (i) will be in capital letters, (ii) if they are registered in the United StatesPatent and Trademark Office, will be accompanied by the “®” symbol, (iii) if they are not registered in the United States Patentand Trademark Office, will be accompanied by the “™” symbol, and (iv) will be followed by a common descriptive name for theProducts. Any use of TASQ’s trademarks by Reseller will be in accordance with instructions provided by TASQ. Reseller will not,by virtue of the foregoing license, acquire any right, title or interest in VeriFone or TASQ’s trademarks; and Reseller will notcontest or otherwise challenge the right, title and interest of VeriFone or TASQ’s in its trademarks or the registration thereof.Reseller’s use of VeriFone or TASQ’s trademarks will accrue to the benefit of VeriFone and TASQ respectively.11. Restricted Rights. Reseller shall identify and sublicense the Products in all proposals and agreements with theUnited States government, any state government, or any contractor therefor, and legend or mark all Products deliveredpursuant to any agreement with the United States government, any state government, or any contractor therefor as follows:“The software is comprised of “commercial computer software” and “commercial computer software documentation” as suchterms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the Government (i) for acquisition by or on behalf ofcivilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of theDepartment of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN1995).”12. Pass-through Limited Warranty/Liability.12.1 TASQ hereby assigns to Reseller, as of the date that title passes to Reseller for a Product, all of these VeriFonewarranties, express or implied, if any and if assignable, with respect to the Products. In all cases, title and risk of loss willtransfer upon delivery of the Product to the carrier responsible for delivery of the Products. With respect to each Product sold 2
    • PAYware Reseller Agreementby TASQ under this Agreement (except for PAYware Connect), VeriFone warrants that, for a period of thirty (30) days from thedate such Product is shipped from TASQ’s facility or the date title to such Product passes to Reseller, whichever date is earlier:(1) the magnetic media on which such Product is contained will be free from faulty workmanship and defective materials undernormal use; and (2) all software components of such Product will substantially conform to the written documentation designatedby VeriFone for use with such software components. Reseller agrees not to make any other warranties or representationsconcerning the Products. The foregoing warranties are the only warranties provided by VeriFone with respect to the Products soldunder this Agreement. VeriFones sole responsibility and Resellers sole remedy for breach of the foregoing warranty will be toprovide Reseller with replacement media for the applicable Product or provide a conforming Product, as applicable.12.2 THE EXPRESS WARRANTIES OF VERIFONE STATED ABOVE DO NOT APPLY TO PRODUCTS, ORCOMPONENTS THEREOF (INCLUDING WITHOUT LIMITATION ANY SOFTWARE COMPONENT) WHICH HAVE BEENALTERED, MODIFIED, REPAIRED OR SERVICED IN ANY RESPECT EXCEPT BY VERIFONE OR ITS REPRESENTATIVES.NEITHER VERIFONE NOR TASQ MAKES ANY WARRANTIES THAT THE SOFTWARE COMPONENTS OF ANY PRODUCTWILL OPERATE IN CONJUNCTION WITH ANY OTHER SOFTWARE OR WITH ANY EQUIPMENT OTHER THAN THEPRODUCTS. NEITHER VERIFONE NOR TASQ WARRANT THAT THE FUNCTIONS IN THE PRODUCTS MEET THEREQUIREMENTS OF RESELLER OR ANY CUSTOMER OF RESELLER. VERIFONE AND TASQ DOES NOT WARRANTTHAT THE OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED OR ERROR FREE AND HEREBYDISCLAIMS ALL LIABILITY ON ACCOUNT THEREOF. RESELLER ACKNOWLEDGES THAT UNDER NO CIRCUMSTANCESDOES VERIFONE OR TASQ REPRESENT OR WARRANT THAT ALL PROGRAM ERRORS IN ANY PRODUCT CAN BEREMEDIED.THE EXPRESS WARRANTIES OF VERIFONE STATED ABOVE APPLY ONLY TO PRODUCTS SOLD AND USED IN THEUNITED STATES. ALL PRODUCTS ARE DESIGNED FOR USE IN THE UNITED STATES ONLY. WITHOUT LIMITING THEGENERALITY OF THE FOREGOING, NEITHER VERIFONE NOR TASQ MAKES ANY WARRANTY, AND PROVIDES NOASSURANCES, THAT THE PRODUCTS WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY ORLICENSING AGENCY OUTSIDE THE UNITED STATES.THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGWITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEAND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.13. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THISAGREEMENT: (A) TASQ’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE PRODUCTS AND ANYSERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY(WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AGGREGATE SERVICE FEES(EXCLUDING PRODUCT FEES) PAID BY RESELLER TO TASQ UNDER THIS AGREEMENT; (B) TASQ SHALL NOT BELIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND(INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF TASQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES; AND (C) NEITHER VERIFONE NOR TASQ SHALL BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATINGTO THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, AND RESELLER SHALL DEFEND TASQ AND VERIFONEFROM, AND INDEMNIFY AND HOLD VERIFONE AND TASQ HARMLESS AGAINST, ALL SUCH CLAIMS. THE FOREGOINGSTATES THE ENTIRE LIABILITY OF VERIFONE AND TASQ WITH REGARD TO THIS AGREEMENT, THE PRODUCTS ANDSERVICES PROVIDED HEREUNDER. THE LIMITATIONS OF LIABILITY CONTAINED IN THE LIMITED WARRANTY SECTIONABOVE AND THIS SECTION ARE A FUNDAMENTAL PART OF THE BASIS OF TASQ’S BARGAIN HEREUNDER, AND TASQWOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.14. Confidentiality. Reseller acknowledges that it may learn of information concerning the Products, TASQ, and itsbusiness and business relationships, which is confidential. Such information includes, without limitation, the terms andexistence of this Agreement. Reseller agrees that either during or after the term of this Agreement, it will not disclose any ofTASQ’s confidential information to any third party and will not use any of TASQ’s confidential information except to exercise itsrights and perform its obligations under this Agreement.15. Services Terms and Conditions. Subject to the terms and conditions set forth herein, and full payment of the feesset forth on the Exhibits to this Agreement, VeriFone shall use commercially reasonable efforts to perform the supportservices. ALL SERVICES AND PAYWARE CONNECT ARE PROVIDED TO RESELLER “AS IS” WITHOUT ANYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTYRIGHTS. 3
    • PAYware Reseller Agreement16. Force Majeure. TASQ shall not be responsible for any failure to fulfill its obligations under this Agreement due tocauses beyond its reasonable control, including without limitation acts or omissions of government or military authority, acts ofGod, shortages of materials, transportation delays, fires, floods, labor disturbances, riots or wars.17. Term and Termination. This Agreement will have an initial term of one (1) year, commencing with the EffectiveDate. Thereafter, this Agreement will automatically renew each year for an additional year unless one party notifies the other inwriting thirty (30) days prior to the expiration of the then current term of this Agreement. In addition, either TASQ or Resellermay terminate this Agreement at any time by providing the other party with thirty (30) days advance written notice. Upontermination of this Agreement, Reseller will cease offering the Products for resale. Except for termination due to Reseller’sbreach, upon any termination or expiration of this Agreement, TASQ shall continue to provide (via VeriFone), and Resellershall continue to pay for, previously contracted support services and PAYware Connect to Reseller’s customers through eachsuch customer’s then current service period (not to exceed one year). TASQ may, at its option, offer to provide PAYwareConnect directly to Reseller’s customers.18. Governing Law and Jurisdiction. This Agreement will be construed in accordance with the laws of the State ofNew York without regard to its conflicts of laws principles.19. General. TASQ and Reseller shall at all times and for all purposes be deemed to be independent contractors andneither party, nor such party’s employees, subcontractors or agents, shall have the right or power to bind the other party. If anyportion of this Agreement is held to be unenforceable, the remainder of this Agreement will remain valid. This Agreement maynot be assigned by Reseller without TASQs prior written consent. Subject to the preceding sentence, this Agreement will inureto the benefit of the parties successors and assigns. Notwithstanding anything to the contrary herein, TASQ may engagesubcontractors to perform any of its obligations under this Agreement. All notices must be either sent registered or certifiedmail, return receipt requested, or served personally. The terms and conditions of this Agreement, including the attachedExhibits, constitute the entire agreement between the parties and supersede all previous agreements, whether oral or written,between the parties with respect to the subject matter hereof. In the event of any conflict between the terms of this Agreementand those set forth on any Reseller purchase order or other ordering document, the terms of this Agreement shall control.Except as expressly agreed in writing by TASQ, any additional terms on Reseller’s purchase orders or other orderingdocument shall be void. Reseller will indemnify and hold VeriFone and TASQ harmless from and against any and all claims,proceedings, losses, damages, liabilities, fines, penalties, costs and fees (including attorneys’ fees) arising out of any breachof this Agreement by Reseller or any acts or omissions of Reseller. No amendment or waiver of this Agreement will be bindingunless it has been agreed to in writing by both parties.In witness whereof, the parties have executed this Agreement as of the Effective Date.TASQ Technology, Inc. Reseller Company:By: By:Name: Name:Title: Title:Date: Date: Reseller Address Reseller City, State, Zip , 4
    • Exhibit B-3 to PAYware Reseller Agreement PAYware Mobile Service on PAYware ConnectIn the event that Reseller wishes to license and sublicense VeriFone’s PAYware Connect product for PAYware Mobile, theterms and conditions set forth on this Exhibit B-3 shall apply.1. Orders: Orders for PAYware Connect for PAYware Mobile will be submitted by Reseller in accordance with VeriFone’s and/or TASQ’s reasonable requirements.2. Processors: Please select the processor(s) you would like to support. Chase Paymentech First Data North First Data Omaha Tampa Global Payments East Elavon TSYS Heartland Payment RBS WorldPay (Host) Fifth-Third St. Pete Systems BAMS FACTS ECHO First Data Atlanta **Additional processors can be added upon request.3. Customer Invoicing: Reseller is responsible for invoicing each PAYware Connect customer. A Reseller credit application and approval is required. TASQ will invoice Reseller once a month for aggregate initial monthly service and set up fees of activated customers on the PAYware Connect system. In addition, on a monthly basis thereafter, TASQ will invoice Reseller for the applicable monthly fees for the coming month, and any transaction overage fees. With regard to transaction overage fees, if in the event in any month Reseller’s customer goes over the number of monthly transactions, TASQ shall be entitled to invoice Reseller the overage per transaction fee set forth below. Reseller will make all payments due to TASQ regardless of whether Reseller collects payment from its customers.4. Service Term: Services for each customer commence on the date of activation for such customer. Reseller may discontinue services for a customer through the VeriFone Corporate Portal; any such discontinuance shall be effective as of the end of the next service month. In the event Reseller has contracted for a minimum service term for a customer, as set forth below, and Reseller discontinues services for such Customer prior to the expiration of the minimum service term, Reseller shall pay TASQ an early termination fee, as set forth below. TASQ reserves the right to terminate particular services offered through PAYware Mobile at any time if TASQ or VeriFone’s service provider terminates TASQ or VeriFone’s right to offer such service to its customers.TASQ Technology, Inc. Reseller Company:By: By:Name: Name:Title: Title:Date: Date:
    • AMENDMENT NO. 5 TO MASTER PURCHASE AGREEMENTThis Amendment No. 5 (this “Amendment”) to the Master Purchase Agreement dated November 1, 2009 (“MPA”)(which is a part of the Master Engagement Agreement between VeriFone, Inc. and First Data Merchant ServicesCorporation, dated November 1, 2009 (the “FD Agreement”)) is made and entered into this __ day of December, 2010(the “Amendment Effective Date”) by and between VeriFone, Inc. (“Seller”) and TASQ Technology, Inc. (“Buyer”). Forthe purposes of this Amendment, the “parties” collectively refers to VeriFone, Inc. and TASQ Technology, Inc.The parties agree as follows:1. The Section entitled “Pricing for PAYware Mobile Monthly Service” set forth in Attachment B to Exhibit E to the Master Purchase Agreement is hereby deleted and replaced in its entirety with the pricing set forth in Exhibit A attached hereto.2. For clarity, the pricing set forth in Exhibit A shall also apply to Cardservice International, Inc. (“CSI”), pursuant to Amendment 3 to the Master Purchase Agreement dated August 6, 2010, whereby CSI was added as a “Buyer” with respect to Seller’s PAYware Mobile Service.3. This Amendment will commence on the Amendment Effective Date and will run concurrent with the Term of the FD Agreement.4. Except as set forth in this Amendment, the MPA shall remain unchanged and in full force and effect.IN WITNESS HEREOF, the parties’ duly authorized representatives have executed this Amendment on the AmendmentEffective Date.VeriFone, Inc. TASQ Technology, Inc.BY: BY:Name: Name:Title: Title:Date: Date: First Data Merchant Services Corporation BY: Name: Title: Date:VeriFone Amendment No. 5 to MPA.12-23-10.doc 1
    • Exhibit A Pricing for PAYware Mobile ServiceTo use PAYware Mobile, (a) end-users must download the PAYware Mobile application for the iPhone from the AppStoreSM, Apple’s online store, and (b) Buyer must provide the Permitted Purchaser, or the Permitted Purchaser mustpurchase, a Payware Mobile Card Encryption Sleeve from a Seller distributor. Package 1: PAYware Mobile 2 Year Service Plan Product Buyer Pricing PAYware Mobile Reader $115 Merchant Boarding Fee $45 Monthly Maintenance / Helpdesk Fee $11 Per Transaction Fee $0.13 Length of Service Contract 24 Months Early Termination Fee $207 Package 2: PAYware Mobile 6-Month Plan Product Buyer Pricing PAYware Mobile Reader $115 Merchant Boarding Fee $45 Monthly Maintenance / Helpdesk Fee $14 Per Transaction Fee $0.13 Length of Service Contract 6 months Early Termination fee $109Package 3: PAYware Mobile 3-Month Plan Product Buyer Pricing PAYware Mobile Reader $115 Merchant Boarding Fee $45 Monthly Maintenance / Helpdesk Fee $19 Per Transaction Fee $0.13 Length of Service Contract 3 months Early Termination Fee $59VeriFone Amendment No. 5 to MPA.12-23-10.doc 2
    • Footnotes to PAYware Mobile: 1. Transactions performed through the PAYware Connect Virtual Terminal will also incur per transaction fees. 2. The monthly service will include the activation and usage of 1 PAYware Mobile device per account. 3. Additional PAYware Mobile devices may be added to an end-user account for a monthly service fee of $5 per month per active PAYware Mobile device. An active PAYware Mobile device is defined as a PAYware Mobile device that has communicated with the PAYware Connect Gateway during the billing period. 4. Transaction fees are calculated on all attempts to process the following transactions, regardless if the transaction is approved or declined: a. Credit/Debit/EBT Transactions: Sale, Pre Auth, Voice Auth, Credit/Return, Post Auth 5. After the initial 2 year, 6 month or 3 month term set forth above, PAYware Mobile shall continue to be provided to the applicable end-user on a month to month basis, subject to termination as set forth herein.VeriFone Amendment No. 5 to MPA.12-23-10.doc 3