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such update into your systems within thirty (30) days of your receipt of such notice.
<br />You acknowledge that failure to install any updates in a timely fashion may impair
<br />the functionality of the Software or Services. We shall have no liability for your
<br />failure to properly install the most current version of any Software or any update,
<br />and we shall have no obligation to provide support or services for any outdated
<br />versions.
<br />23.3 You acknowledge and understand that certain Software can automatically install,
<br />download, and/or deploy updated and/or new components, which may include a
<br />new version of the Software itself. You shall not, in any event or in any manner,
<br />impede the update process. You agree to assume full responsibility and indemnify us
<br />for all damages and losses, of any nature, for all adverse results or third party claims
<br />arising from your impeding the update process.
<br />23.4 We and our Wireless Vendor(s) reserve the right to make changes in the
<br />configuration of Wireless Services, Wireless Networks, Wireless Equipment, Wireless
<br />Software, rules of operation, accessibility periods, identification procedures, type
<br />and location of equipment, allocation and quantity of resources utilized,
<br />programming languages, administrative and operational algorithms and designation
<br />of the control center serving you at the particular address.
<br />23.5 The default version and functionality of Clover software applications that are
<br />accessible at the time you acquire a Clover Device may vary.
<br />24. ACCESSING SERVICES VIA WIRELESS SERVICES,
<br />THE INTERNET OR THIRD PARTIES
<br />24.1 You may access certain of our Services through a Device using a wired (ethernet) or
<br />wireless (wifi or cellular) connection to the internet. You are solely responsible for
<br />the payment of any fees that may be imposed by your internet/data provider. Your
<br />use of any Services accessed wirelessly or through the internet is subject to: (a) the
<br />terms of any agreements you have with your internet/data provider; and (b)
<br />availability, transmission range and uptime of the services and any wireless
<br />equipment.
<br />24.2 You agree that we shall not be liable to you for any claims, damages, losses,
<br />obligations, costs or expenses or other liability arising directly or indirectly from or
<br />otherwise concerning (a) any termination, suspension, delay or disruption of service
<br />(including billing for a service) by the internet, any common carrier or any third
<br />party service provider; (b) any failure, disruption compatibility or malfunction of
<br />any of the Services, the Internet, or any communications network, facility or
<br />equipment beyond our or a third party's reasonable control, whether or not
<br />attributable to one or more common carriers; (c) your failed attempts to access any
<br />Services or to complete transactions via any of the Services; or (d) any failure to
<br />transmit, obtain or collect data or for human, machine or software errors or faulty or
<br />erroneous input by you.
<br />24.3 We may alter which Devices and browsers are approved as compatible with
<br />particular Services in our discretion.
<br />24.4 If a Service relies on online connectivity to provide up-to-date data, you assume all
<br />risk, responsibility and liability associated with any transaction that you choose to
<br />conduct while the Service is offline.
<br />25. SERVICE INTEGRATION
<br />25.1 Unless otherwise agreed in writing, you have the sole responsibility to select and
<br />employ any competent programming agent(s) to accomplish any programming
<br />required to make your systems function correctly with our platforms, equipment
<br />and devices ("Integration"). You shall be responsible for all technical support for
<br />your systems and Integration related issues. You agree that you will use commercially
<br />reasonable efforts to complete any Integration as soon as possible. You will be
<br />responsible for all of your own development and implementation costs associated
<br />with such Integration.
<br />25.2 You acknowledge that unless and until you complete any Integration, no Services
<br />which require such Integration shall need be provided by us to you pursuant to this
<br />Agreement.
<br />25.3 Upon your request to us, and upon payment of any applicable fees, we may provide
<br />you with set-up services to assist with any integration.
<br />26. DATA SECURITY, DATA BREACH
<br />26.1 You agree to establish and maintain security procedures to protect Cardholder
<br />Information and Transaction Data and to comply with the data security requirements
<br />of any Card Organization, including compliance with the Payment Card Industry
<br />Data Security Standards (PCI DSS). You acknowledge that PCI DSS applies to you
<br />and to any agent or third party provider that you may use to store, process or
<br />transmit Cardholder Information and that such agents or third party providers must
<br />be registered with the applicable Card Organization. Therefore, you shall:
<br />(a) notify us in writing of any agent or third party provider that engages in, or
<br />proposes to engage in, the provision of payment related services and/or the
<br />storing, processing or transmission of Cardholder Information on your behalf,
<br />regardless of the manner or duration of such activities; and
<br />(b)ensure that all such agents and third party providers are (i) registered with the
<br />applicable Card Organization; and (ii) complies with all applicable data security
<br />requirements, including PC1 DSS.
<br />26.2 You are solely responsible for the compliance of any and all third parties that are
<br />given access by you to Cardholder information and of any third party software that
<br />you may use, including any point-of-sale solution, application or software for
<br />facilitating payment processing.
<br />26.3 The Card Organization or us, and our respective representatives, may inspect your
<br />premises and systems for compliance with security requirements. You acknowledge
<br />that any failure to comply with applicable security requirements may result in the
<br />imposition of restrictions on you, the prohibition of your participation in acceptance
<br />programs by the Card Organization, and/or the termination of this Agreement.
<br />26.4 You further acknowledge that your compliance with the data security requirements
<br />of the Card Organization and PCI DSS may not prevent a breach of or intrusion into
<br />any of your systems, and may result in possible subsequent Card Organization fines
<br />or penalties, for which you shall be solely responsible. It is your sole and exclusive
<br />obligation to be vigilant in maintaining and updating your security posture on a
<br />continuous basis to protect Cardholder Information and Transaction Data.
<br />26.5 You shall provide us with evidence of compliance upon request. Failure to comply
<br />with these requirements may result in a PCI Non -Compliance Fee, Card
<br />Organization fine and/or termination of this Agreement.
<br />26.6 In the event of a suspected or confirmed breach of Cardholder Information or if any
<br />other Data Security Event occurs, you shall immediately (within 24 hours) notify us.
<br />You further acknowledge and agree to comply with Card Organization requirements
<br />related to a breach of Cardholder Information, which may include engaging an
<br />authorized Card Organization third party incident response assessor. You agree to
<br />fully cooperate with any such investigation and comply with all requirements and
<br />requests by us and/or the Card Organization, including: (a) assisting with any
<br />mitigation efforts to contain any further unauthorized release of Cardholder
<br />Information, (b) providing immediate access to all facilities, systems, procedures,
<br />equipment, and documents as may be deemed appropriate by us and/or the Card
<br />Organization for inspection or audit, as deemed appropriate in our sole discretion
<br />(you shall be responsible for all costs incurred by us or the Card Organization with
<br />respect to such inspection and audit); (f) granting us and our vendors the right to
<br />access and perform a scan of the IP addresses identified within your profile (and
<br />you agree and authorize payment for the additional scan).
<br />26.7 We reserve the right to deny you access to the Services, in whole or in part, if we
<br />believe that any loss, theft or unauthorized use of any data or access to information
<br />has occurred.
<br />26.8 If you have not purchased data breach protection from us that covers some of the
<br />costs that may be related to a data breach, you shall be responsible for all data breach
<br />remediation costs or fines and penalties, including the costs associated with credit
<br />monitoring for affected Cardholders. If you have purchased data breach protection
<br />from us, you shall be responsible for any data breach remediation costs or fines and
<br />penalties not covered by such data breach protection product.
<br />26.9 You are responsible for all electronic communications sent to us or to any third party.
<br />When we receive communications from you we will assume you sent it to us.
<br />26.10 You will not obtain ownership rights in any Cardholder Information. You must not
<br />use, disclose, store, sell or disseminate any Cardholder Information except for
<br />purposes of authorizing, completing and settling Card transactions and resolving
<br />any Chargebacks, retrieval requests or similar issues involving Card transaction.
<br />27. SUPPLY OF EQUIPMENT
<br />27.1 We will sell to you, and you will buy from us Equipment identified in Equipment
<br />Documents as being sold to you (individually and collectively, the Purchased
<br />Equipment). We will rent to you and you agree to accept and rent from us
<br />Equipment identified in Equipment Documents as being rented to you (individually
<br />and collectively, the Rental Equipment).
<br />27.2 Any Equipment sold or rented to you is being sold or rented to you solely for
<br />business use and not for household or personal use.
<br />27.3 Warranties, if any, for the Equipment or any related Software will be contained
<br />within the packaging and originate from the applicable third party provider or
<br />manufacturer (Vendor) not us.
<br />27.4 YOU ACKNOWLEDGE THAT ANY EQUIPMENT AND/OR SOFTWARE YOU
<br />PURCHASE OR RENT FROM US MAY NOT BE COMPATIBLE WITH ANOTHER
<br />PROCESSOR'S SYSTEMS. WE DO NOT HAVE ANY OBLIGATION TO MAKE
<br />SUCH SOFTWARE AND/OR EQUIPMENT COMPATIBLE WITH ANY OTHER
<br />PROCESSING SYSTEMS. IF YOU ELECT TO USE ANOTHER PROCESSING
<br />SERVICE PROVIDER ON TERMINATION OF THIS AGREEMENT, YOU
<br />ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT
<br />AND/OR SOFTWARE RENTED OR PURCHASED UNDER THIS AGREEMENT.
<br />27.5 We will provide you supplies as requested by you. You shall pay the purchase price
<br />for such supplies, plus shipping and handling charges, including all applicable tax,
<br />prior to delivery of the supplies or upon invoice, as specified by us, or at our option,
<br />such amounts will be collected by us by debits or deductions pursuant to this
<br />Agreement.
<br />27.6 We will deliver the Equipment to the site you designate. You are deemed to have
<br />accepted each piece of Equipment at the earlier of: (a) your actual acceptance after
<br />installation; (b) delivery to you if your site is not prepared and ready for installation;
<br />or (c) for Equipment that we have not agreed to install for you, seven (7) days after
<br />TD2008(ia)
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<br />August 2017 Manual T&C - CAP # 40233
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