|
42. Special Provisions Regarding Clover Go Service
<br />(Mobile Payments)
<br />If you elect to use the Clover Go Service, the following additional terms and
<br />conditions of this Section 42 shall apply.
<br />The Clover Go service is provided to you by Processor and not Bank. The Clover
<br />Go service, transactions processed, and other matters contemplated under this
<br />Section 42 are subject to the terms and conditions of the Agreement, as applicable,
<br />except to the extent the terms of this Section 42 directly conflict with another
<br />provision of the Agreement, in which case the terms of this Section 42 will control;
<br />provided however, Bank is not a party to this Agreement insofar as it applies to the
<br />mobile payments service, and you acknowledge that Bank is not liable to you in any
<br />way with respect to the mobile payments service. For the purposes of this Section
<br />42, the words "we," "our" and "us" refer only to the Processor and not the Bank.
<br />42.1. Your mobile payments service ("Clover Go Service") enables you to accept
<br />card- based payments using (a) a smart phone or other supported mobile device
<br />that you provide,(b) an approved card reader you obtain from us ("Clover Go
<br />Reader"), and (c) an application ("Clover Go App") that you download from the
<br />Apple App Store or Google Play. The Clover Go Service does not support offline
<br />point of sale activities and requires Internet connectivity for proper functioning. We
<br />may update the Clover Go Service from time to time.
<br />42.2. Only Apple iOS and Google Android operating systems are compatible with
<br />the Clover Go Service, and only certain types of mobile devices using Apple iOS
<br />and Google Android are supported for the Clover Go App and Clover Go Service.
<br />Please contact us for information on whether a particular mobile device is supported
<br />for the Clover Go App and Clover Go Service.
<br />42.3. Additional terms of use ("Clover Go Terms") apply to the Clover Go Service.
<br />From time to time, Clover Go Terms will be presented to you electronically on an "in -
<br />application" basis, and you will be required to "click to agree" before being permitted
<br />to use the Clover Go App. If we update the Clover Go Terms you will be required to
<br />"click to agree" to the updated Clover Go Terms in order to use the Clover Go App
<br />again.
<br />42.4. TO USE THE CLOVER GO SERVICE, YOU MUST ALSO BE USING, AT A
<br />MINIMUM, THE TRANSARMOR DATA PROTECTION SERVICE, which is
<br />sometimes referred to as "TransArmor Tokenization and Encryption". You may also
<br />choose to use the Clover Security Plus Solution Services, which includes the
<br />TransArmor Data Protection Service,
<br />42.5. If you are already using the single -token version of either the TransArmor Data
<br />Protection Service or Clover Security Plus Services, then no additional TransArmor
<br />products are needed for the Clover Go Service.
<br />42.6. If you are using the Payeezy Gateway or if you accept card -not -present
<br />payments (for example, Internet payments), you may need a different TransArmor
<br />product. Please contact us for information.
<br />42.7. If you are not already using a TransArmor product, then you must first sign an
<br />agreement for an eligible TransArmor product.
<br />42.8. USE OF CLOVER GO READERS IS AT YOUR OWN RISK. TO THE
<br />MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOVER GO READERS
<br />ARE PROVIDED "AS IS," AND WE MAKE NO REPRESENTATIONS OR
<br />WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED) WITH RESPECT TO
<br />CLOVER GO READERS, INCLUDING BUT NOT LIMITED TO: (a) WARRANTIES
<br />OF QUALITY, ACCURACY, MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON -INFRINGEMENT, (b)
<br />ANY WARRANTY THAT THE CLOVER GO READERS WILL FUNCTION
<br />UNINTERRUPTED OR ERROR -FREE, (c) ANY WARRANTY THAT ANY
<br />DEFECTS OR ERRORS WILL BE CORRECTED, OR (d) ANY WARRANTY THAT
<br />THE CLOVER GO READERS ARE SECURE, FREE OF VIRUSES OR OTHER
<br />HARMFUL COMPONENTS.
<br />43. Special Provisions Regarding Global ePricing Services
<br />If you elect to receive the Global ePricing Service, the terms and conditions of this
<br />Section 43 shall apply. The Global ePricing Service ("GeP Service") is provided to
<br />you by Processor and Bank.
<br />Capitalized terms used in this Section 43 and not otherwise defined herein shall
<br />have the same meaning set forth in the Agreement.
<br />43.1. Definitions.
<br />Foreign Currency means the currency other than the Local Currency.
<br />GeP Sales Transaction means a card not present transaction between Client and a
<br />Cardholder in which the Client presents the Transaction Price in a card not present
<br />environment and the Cardholder authorizes (i) the Transaction Price to be submitted
<br />to a Card Organization for settlement, and (ii) that the Cardholder's account will be
<br />charged for the Transaction Price.
<br />GeP Service Provider has the meaning set forth in Section 43.2.2.
<br />GeP Services means the merchant pricing of goods and services in a Foreign
<br />Currency and the activity undertaken by Servicers and/or a GeP Service Provider to
<br />authorize, process, and settle GeP transactions initiated by Cardholders using a
<br />card type approved by Servicers for use with GeP Sales Transactions in a card not
<br />present environment established and maintained by a Client domiciled in the United
<br />States or United States territories, or othercountries permitted by Servicers.
<br />Merchant acknowledges that Dynamic Currency Conversion as defined by Card
<br />Organization rules is not permitted or provided under GeP service.
<br />A TRUE COPY
<br />GeP Sponsor Bank has the meaning set fgr�iATIJgn' N LAST PAGE
<br />Local Currenc means US Dollars i.e., ca with the domicile
<br />of the Merchant utilizing the GeP Service).
<br />Transaction Price means the price for a product or service sold by the Client in a
<br />card not present environment as quoted by the Client to a Cardholder in a Foreign
<br />Currency.
<br />Transaction Rate means the then -current Foreign Currency exchange rate used by
<br />the Card Organizations or their designee from time to time to convert the net funding
<br />amount into the Local Currency.
<br />43.2. GeP Services.
<br />43.2.1. We will provide GeP Services to you with respect to GeP transactions on the
<br />terms and conditions set forth in this Section. The list of foreign currencies
<br />supported under the GeP Services will be provided to you upon request and may be
<br />modified from time to time by us. Card types that we have approved for GeP Sales
<br />Transactions are VISA and Mastercard; we may modify the card types approved for
<br />GeP transactions from time to time on notice to you.
<br />43.2.2. Client acknowledges that Client is solely responsible for all aspects of a GeP
<br />transaction (other than the performance of GeP Services hereunder), including
<br />without limitation, obtaining the Cardholder's consent to execute a GeP transaction,
<br />and complying with all Card Organization Rules applicable to merchants with
<br />respect to GeP transactions. The Foreign Currencies that Merchant has elected to
<br />support will be initially identified. Merchant shall notify us in writing of any additional
<br />Foreign Currencies that it wishes to support; if we support such currencies, we will
<br />work with the Merchant to implement such currencies for merchant within a
<br />commercially reasonable time frame.
<br />43.2.3. Authorization and Settlement between Servicers and Client of GeP Sales
<br />Transactions shall be made in the Foreign Currency on the basis of the Transaction
<br />Price of the GeP Sales Transaction. The US Dollar amount funded for each such
<br />transaction will be based on the applicable Local currency exchange rate provided
<br />by the applicable card organization for use on the day such transaction is submitted
<br />by Merchant for entitlement. Merchant shall be subject to any and all Foreign
<br />Currency exchange rate exposure and bear all such exchange rate exposure risk in
<br />connection with each GeP Sale Transaction.
<br />43.2.4. Refunds, Credits, returns and Chargebacks shall be treated as independent
<br />GeP transactions and the Transaction Rate used for refund, Credit, return and
<br />Chargeback transactions shall be determined by the applicable Card Organization.
<br />Merchant shall be subject to any and all Foreign Currency exchange rate exposure
<br />and bear all such exchange rate exposure in connection with refunds, credits,
<br />returns or Chargebacks.
<br />43.2.5. For the avoidance of doubt, except as expressly provided in this Guide, the
<br />terms and conditions of this Guide with respect to a card transaction (including the
<br />rights and obligations of Servicers and Merchant with respect to such a transaction)
<br />shall apply to GeP transactions.
<br />43.2.6. Upon written request from Merchant, and subject to written approval from
<br />American Express, we will support American Express multi -currency transactions on
<br />our platforms that have been certified by American Express for such purposes. Our
<br />support of American Express multi -currency transactions may be subject to
<br />additional fees.
<br />43.2.7. Merchant acknowledges and agrees that all fees in the Agreement that apply
<br />to and are payable by Merchant with respect to a Card transaction also apply to and
<br />are payable by Merchant with respect to a GeP transaction or American Express
<br />multi -currency transaction; in addition, GeP fees apply and are payable by the
<br />Merchant.
<br />43.2.8. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LOW, THE
<br />GEP SERVICES AND, IF APPLICABLE, SUPPORT OF AMERICAN EXPRESS
<br />MULTI -CURRENCY TRANSACTIONS ARE PROVIDED TO MERCHANT "AS IS",
<br />WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND,
<br />INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES,
<br />WARRANTIES OF NON- INFRINGEMENTS, MERCHANT ABILITY OR FITNESS
<br />FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT ANY SUCH
<br />SERVICES WILL BE COMPLETELY ACCURATE, ERROR -FREE OR AVAILABLE
<br />WITHOUT INTERRUPTION.
<br />43.3. Term; Suspension; Termination
<br />43.3.1. This GeP Service is co -terminous with the Agreement and may be
<br />terminated in conjunction with or separate from the Agreement in accordance with
<br />the terms of this Section. If this GeP Service terminates prior to the termination of
<br />the Agreement, such termination shall not terminate the obligations or rights of the
<br />parties pursuant to provisions of this Section which are to survive or be perpetual or
<br />irrevocable. Such provisions (including payment or reimbursement obligations) shall
<br />survive termination of this Section.
<br />43.3.2. Client may terminate its participation in the GeP Services, and Servicers
<br />may cease to offer the GeP Services to Client with respect to the Card
<br />Organizations: (i) without cause upon not less than thirty (30) days' written notice to
<br />the other party; or
<br />(ii) immediately upon written notice to the other party if Client or Servicers determine
<br />that continuing to utilize the GeP Services as provided herein will violate any
<br />applicable law or any provision of the Card Organization Rules. Termination of
<br />Client's participation in the GeP Services by Client or Servicers shall terminate this
<br />Section.
<br />CardCo2305 37
<br />
|