HomeMy WebLinkAboutValue Payment Systems IncRESOLUTION 2010-907
ADOPTED
DOC ID: 6368
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2010-907 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
NOVEMBER 16, 2010:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Payment Processing Service Agreement between
the Town of Southold and Value Payment Systems~ LLC and related Submitter Merchant
Payment Processing Agreement between the Town of Southold and RBS WorldPay~ Inc., in
connection with on-line payments via credit cards for real property taxes, at no cost to the Town,
subject to the approval of the Town Attorney.
Elizabeth A. Neville
Southoid Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Albert Krupski Jr., Councilman
SECONDER: William Ruland, Councilman
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
SUBMITTER MERCHANT
PAYMENT PROCESSING AGREEMENT, INSTRUCTIONS AND GUIDELINES
RBS WorldPay, Inc. ('RBS WorldPay" or "v~e~', 'u~s', or 'ou_._~ and the like), for itself and on behalf of RBS Citizens,
N.A., a national banking association (".Bank"), is very excited about the opportunity to join Value Payment Solutions,
Inc. ('VPS"), in providing you with state-of-the-art payment pmcesaing services. When your customem pay you
through VPS, you may be the recipient of a credit card or debit card ('Card') funded payment. The organizations that
operate these credit card and debit card systems (such as Visa U.S.A., Inc. and MasterCard Intemafional
Incoq3oreted (collectively, the 'Payments Networks") require that you (0 enter nto a direct contractual relationship
with an entity that is a member of the Payment Networks and (ii) agree to comply with the Payment Network roles as
they pertain to applicable credit and debit card payments you receive through VPS.
By executing this document, you are fulfilling the Payment Network roles that require you to enter into a direct
contractual relationship with a member, and you are agreeing to comply with Payment Network roles as they pertain
to payments you receive through the VPS sen/ica. In the event you fail to comply with Payment Network roles, you
will be liable for all fees and fines imposed by the Payment Networks. We understand and acknowledge that you
have contracted with VPS to obtain credit card and debit card processing services on your behalf and that VPS may
have agreed to be responsible to you fur your obligations to us as more fully set forth in this agreement.
The following information is designed to inform and assist you as we begin our relationship.
Your ecc tance of Cards
You agree to comply with all Payment Network roles, as may be applicable to you and in effect from time. You
understand that we may be required to modify these instructions and guidelines in order to comply with requirements
imposed by the Payment Networks.
In offedng payment options to your customers, you may elect any one of the following options: (1) Accept all types of
Visa and MasterCard cards, including consumer credit and debit/check cards, and COmmemial credit and debit/check
cards; (2) Accept only Visa and Mastercard credit cards and commercial cards (if you select this option, you must
accept all consumer credit cards, but not consumer debit/check cards, and all commercial card products, including
business debit/check cards); or (3) Accept only Visa and MasterCard consumer debit/check cards (If you select this
option, you must accept all consumer debit/check card products but not business debit/check cards, and refuse to
accept any kind of credit cards). The acceptance options above apply only to domestic transactions.
If you choose to limit the types of Visa and Mastercard cards you accept, you must display appropriate
signage/postiegs to indicate acceptance of the limited acceptance category you have selected (that is, accept only
debit/check card products or only credit and commercial products).
For recurring transactions, you must obtain a written request or similar authentication from your customer for the
goods and/or sorvicas to be charged to the customer's account, specifying the frequency of the recu~eg charge and
the duration of time dudng which such charges may be made.
Settlement
Upon receipt of your Sales Data for Card transactions, we will process your sales data to facilitate the funds transfer
between the various Payment Networks and you for Card sa/es. Alter we receive credit for such sales data, we will
provide provisional credit to you as you designate in the Fundinc~ Schedule attached hereto.
You must not submit transactions for payment until the goods are delivered, shipped, or the services are performed. If
the cardholder disputes being charged for merchandise or sen/ices before receiving them, the result may be a
chargeback to you ('Charqeback"}.
Charclebacks
You may receive a Chargeback for a number of reasons. The following are some of the most COmmon reasons for
Chargebacks: (1) You do not issue a refund to a customer upon the return or non-delivery o'f goods or san/ices; (2)
An authorization/approval code was required and not obtained; (3) The transaction was fraudulent; (4) The customer
disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off,
defense or counterclaim; or (5) The customer refuses to make payment for a Card sale because in the customer's
Page 1 of 3
good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory
manner.
Financial Information
You agree to provide such financial information as may be requested by nBS WorldPay or the Bank from time to time
during the term of this agreement in order for nBS WorldPay or the Bank to comply with the Payment Network rules
or to otherwise enable nBS WorldPay and the Bank to assess your financial condition and the related risk associated
with your business as it relates to this agreement.
Data Security and Privacy
You represent to us that you do not have access to Card information (such as the cardholder's account number,
expiration date, and CVV2) and you will not request access to such Card information from VPS. In the event that you
receive such Card information in connection with the processing sen/ices provided under this agreement, you agree
that you will not use it for any fraudulent purpose or in violatlen of any Payment Network roles or applicable law. If at
any time you believe that Card information has been compromised, you must notity us promptly and assist in
pro~,iding notification to the proper parties. You must ensure your compliance with all Payment Card Industry Data
Security Standards (PCI DSS) and related guidelines that are applicable to you and published from time to time by
Visa, MasterCard or any other Payment Network, including, without limitation, the Visa U.S.A. Cardholder Information
Secu~y Program ('CISP'), the MasterCard Site Data Protection ('SDP'), and (where applicable), the VISA Payment
Application Best Practices ("PABP') (collectively, the 'Security Guidelines'). If any Payment Network requires an
audit of you due to a data security compromise event or suspected event, you agree to cooberete with such audit.
You may not use any Card information other than for the sole purpose of completing the transaction authorized by the
customer for which the information was previdecl to you, or as specifically allowed by Payment Network Rules, or
required by law.
Please acknowledge your receipt of these instructions and guidelines and your agreement to comply therewith.
(Name of En~/~/..J/[. ~.~ _ ~
tie: r'-
Date: ( ('~ r~ ~-- ( O
Address: //"~"'~- Z~X [//~ ?
Agreed and A~pt~ by:
RBS WoHdPav. thc. for itself and on ~half of
R~S Cl~zens. N.A.
By:
Name:
Title:
Date:
Address:
Page 2 of 3
FUNDING SCHEDULE
In order to receive funds from RBS WeddPay, Inc. ("RBS WoddPa~'), you must designate a bank account at a bank
that is a member of the Automated Cleadng House ("ACH") system and the Federal Reserve wire system. You
authorize RBS WoddPay to initiate electronic credit and debit entries and adjus~nents to this bank account in
accordance with this funding schedule. We will not be liable for any delays in receipt of funds or errom in bank
account entries caused by third parties, including but not limited to delays or errors by the Payment Networks or the
bank.
The proceeds payable to such bank account shall be equal to the amounts received by us in respect of your Card
transactions less all Chargebacks, customer refunds and other applicable charges. Such amounts will be paid into
the account promptly following our receipt of the funds. If the proceeds payable to the account do not represent
sufficient credits, or the bank account does not have a sufficient balance to pay amounts due from you under this
funding schedule, we may pursue one or more of the following options: (i) demand and receive immediate payment
for such amounts; (ii) debit the bank account for the amount of the negative balance; (iii) withhold settlement
payments to the account until all amounts am paid; (iv) delay prasentstion of refunds until a payment is made to us of
a sufficient amount to cover the negative balance; and (v) pursue any remedies we may have at law or in equity.
Unless and until we receive written instructions from you to the contrary, all amounts payable by RBS WorldPay to
you will be deposited in the bank account designated and authorized by you as set forth below:.
Name of Bank:
ABA No.:
Account No.:
Account Name:
Reference:
Page 3 of 3
Schedule B
WEB AND IVR PAYMENT SERVICES WITH CONVENIENCE FEES
MINIMUM INTERNET CONVENIENCE FEES
ITEM FEE FREQUENCY
Tax Payments (Real Property Tax, etc.)
MasterCard, Discover, AmEx, Visa, Bill Me Later - credit cards 2.50% Per transaction
MasterCard and Discover - debit cards 2.50% Per transaction
Visa Debit/ATM Debit (STAR, NYCE and Accel) $3.951 Per transaction
Minimum Convenience Fee $3.95 Per transaction
Non Tax Payments (Utility, Licenses, Parking Tickets, etc.)
All payment method $2.952 Per transaction
Minimum Convenience Fee $1.95 Per transaction
MINIMUM IVR CONVENIENCE FEES
ITEM FEE FREQUENCY
Tax Payments (Real Property Tax, etc.)
MasterCard, Discover, AmEx, Visa - credit cards
MasterCard and Discover - debit cards
Minimum Convenience Fee
Non Tax Payments (Utility, Licenses, Parking Tickets, etc.)
All payment method
Minimum Convenience Fee
2.50% Per transaction
2.50% Per transaction
$3.95 Per transaction
$2.953 Per transaction
$2.49 Per transaction
~ The Visa DebiI/ATM Debit fixed convenience fee of $3.95 is only available for tax payment applications with an average
~ayment amount that is less than $500.
The $2.95 convenience fee assumes an average payment amount of$118. The actual convenience fee for each payment
application will be set to equal the (average payment amount for the application) X (1.2) X (2.50%). The resulting convenience
fee amount will then be rounded to the nearest $0.05 increment. Example, if the average payment amount for utility payments is
$150 then the convenience fee would be set to equal ($150) X (1.2) X (2.50%) or $4.50.
3 See footnote #2 above.
llPage
PAYMENT PROCESSING SERVICE AGREEMENT
THIS SERVICE AGREEMENT Cthis "Agreement") is made and entered into as of the__ day of. .2010
(°Effective Date") by and between Value Paymeut Systems, LLC, a Tennessee limited liability corporation ('"ifPS"), and
, ["Merchant").
RECITALS:
WHEREAS, VPS is in the business of providing internet and phone based electronic payment services to public and
private sector merchants; and
WHEREAS, Merchant desires to provide ifs Taxpayers ("Taxpayer" or "Taxpayers~) the option and opportunity to pay
various amounts due to Merchant through VPS as set forth under the terms and conditions below.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS.
1.1. "Association" is a group of Card issuer banks, debit networks or other method provider, includin~ without
limitation, Visa U.S~,., Inc., MasterCard International, Inc., and the NYCE, Pulse, Star, and Interlink debit
networks.
1.2. ~Association Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Associations.
1.3. "Card~ is both (i) the plastic card or other evidence of the account and (ii) the account number, issued to a
Cardholder, which you accept from your customers as payment for their purchases from the Merchant, and
for the transactions with respect to which VPS agrees to process.
1.4. "Cardholder~ is the person to whom the Card is issued and who is entitled to use the Card.
1.5. "Chargeback~ shall mean a reversal ora Card sale the Merchant previously presented, pursuant to
Association Rules.
1.6. "Convenience Fee~ shall mean a fee that is charged to the Taxpayer for the ability to make a payment through
a VPS E-Payment System. The fee can be assessed as a percentage of the payment amount or as a fixed fee
transaction in accordance with current Association Rules.
1.7. "Electronic Payments~ shall mean credit card, debit card, Automated Clearing House eACH) payments or
emerging payment methods such as PayPal or Bill Me Lateral
1.8. "E-Payment System~ shall mean the VPS Web E-Payment System and or VPS Phone E-Payment System.
1.9. ~Phone E-Pavm~n~ ~;ystem~ shall mean a touch tone phone payment system that is managed by VPS.
1.10. "Taxpayer" shall mean a person or business that is eligible to pay, or is required to pay, amounts due to the
Merchant.
1.11fSales Data" is the evidence and electronic record of a sale or lease transaction representing payment by use
ora Card or of a refund/credit to a Cardholder.
1.12.OTransaction'' shall mean as regular, periodic due, fixed dues or assessment payments, and all other amounts,
fixed or variable, agreed to by the Taxpayer and Merchant.
1.13. "Web E-Payment System" shall mean a VPS hosted payment websito.
2. SERVICES.
2.1. E-Payment System.
VPS will provide an E-Payment System for use by Taxpayers of Merchant. Duringtheterm ofthis Agreement,
Merchant agrees to allow Taxpayers to make Electronic Payments through a VPS developed and managed £-
Payment System and VPS agrees to facilitate the electronic payment of Transactions between Merchant and
the Taxpayers.
2.2. Taxoayer Information.
Upon Merchant's execution of this Agreement, Merchant shall use commercially reasonable efforts to prov/de
VPS with information as VPS may require in order to promptly and accurately perform the Services
contemplated by this Agreement. VPS shall in no event be liable for not being provided by Merchant with
current and correct information. VPS will not be responsible for unauthorized use of Taxpayer's credit card
or credit card information by Merchant, Merchant's employees, or any other party associated with Merchant
as a vendor, consultant, or contractor, including but not limited to Taxpayer's name, billing address, credit
card number, and credit card expiration date.
2.3. Convenience Fee Disclosure.
The Web E-Payment interface and Phone E-Payment interface will disclose all VPS Taxpayer funded
Convenience Fees, if applicable, to Taxpayer prior to the processing of a Transaction.
2.4-. Payment of Transactions.
Merchant agrees that the date on which a Transaction is posted to a VPS E-Payment System by a Taxpayer
shall be deemed the date the Transaction is made for purposes of late fees, if any, Merchant may charge to
such Taxpayer. The date the Transaction is "posted~ is the date the Taxpayer manually transmits the
Transaction to an E-Payment System or the date an agreed automatic payment is initiated, whichever is
applicable. VPS shall remit to Merchant all Transactions paid through VPS no later than three (3) business
days following the date a Transaction is posted to a VPS E-Payment System.
2.5. Chargebacks.
VPS will provide commercially reasonable efforts to have chargebacks investigated following the initial
deduction from Merchanfs bank account(s). Merchant will ultimately be liable for all chargeback liability
derived from Payment processed by VPS.
2.6. Pronrieta _ry Rights.
VPS represents that it owns and will retain during the term of this Agreement all proprietary rights in and to
the E-Payment System and all development tools, routines, subroutines, applications, software and other
materials that VPS may use in connection with implementation and operation of an E-Payment System.
2.7. Modification of Services.
VPS may, and reserves the right to, modify the features and functionality of the E-Payment System at any time
and from time to time without notice; provided, however, that VPS will not modify the E-Payment System in a
manner that would, in its sole discretion, significantly adversely affect the use thereo f, without 1~,~ M;.s ..t~ ~e ~,r~'/~g,~
~ ~ r~ ~ a~, ~.~,. .... ' ~ "~ Merchant~any such modification. ~
2.8. Payment for Services.
In consideration for the aforementioned E-Payment Service, Taxpayers will pay the Service Fees that are
detailed in Schedule B. Such Service Fees include fees associated with processing Electronic Payments
through the VPS E-Payment System.
VPS is solely responsible for ail Processing Fees. These fees include Chargeback Fees, defined as penalties
assessed per Chargeback claimed against Merchant's merchant account, but does not include the principal
amount associated with a Transaction.
2.9. Additional Renresentations.
VPS represents and warrants, and agrees for the term hereof, that it is and will remain in compliance with all
applicable federal, state and local laws affecting its business and the ownership of its assets and the privacy
and security of information provided by Taxpayers. VPS is in compliance with all agreements with parties
other than Merchant and will remain in compliance with all such agreements.
2.10.Association Rules.
Merchant agrees to comply with all Association Rules as may be applicable to the Merchant and in effect from
time to time as published (on a website or otherwise) by any Association and provided to Merchant.
2.11. Right to Use Information.
Merchant acknowledges that VPS will compile certain information related to the usage of the E-Payment
System and activities thereon. Such information may include, but not limited to, the volume of Transactions
and the value of Transactions. Merchant agrees that VPS is authorized to use, reproduce and generally make
such information available, as VPS may deem appropriate, provided that Merchant and the Taxpayer will in
no case be individually identifiable except as otherwise permitted herein. Neither Merchant nor any Taxpayer
shall be entitled to notice of such use, nor any fees derived therefrom.
2.12. Exclusivity.
During the term of this Agreement, Merchant shall not accept credit card or other Electronic Payments
through a similar E-Payment System for Transactions from Taxpayers for the services listed on Schedule A
hereto other than through VPS without the prior written consent of VPS.
3. THIRD PARTY PRODUCTS.
Merchant understands and agrees that VPS may use Third Party products in connection with the E-Payment
System offered hereunder. These products may include firewall security, web server software and encryption
sol, rare. VPS makes no representation or warranty regarding the performance of such Third Party software,
specifically including any warranty that performance will be uninterrupted or error-free
4. DISCLAIMER OF WARRANTIES.
4.1. No Warranties.
MERCHANT ACKNOWLEDGES THAT ITS USE OF THE E-PAYMENT SYSTEM IS SUB[ECT TO THE FOLLOWING
DISCLAIMER OF LIABILITY: EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT,
VPS AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
REGARDING THE E-PAYMENT SYSTEM OR SERVICES PROVIDED HEREUNDER AND SPECIFICALLY DISCLAIM
THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST
INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW.
4.2. World Wide Web. Internet and Telenhone Usage.
VPS and its suppliers make no warranties regarding the quality, reliability, timeliness or security of the world
wide web or telephone lines, the internet and other globally linked computer networks, or the websites
established thereon including the E-Payment System, will be uninterrupted or error free.
S. LIMITATION OF LIABILITY.
5.1. NO CONSEOUENTIAL DAMAGES.
IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY, OR TO ANY
THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT. SPECIAL OR INCIDENTAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE PARTY OTHERWISE LIABLE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2. Limited Remedy.
VPS shall in no way be liable to Merchant or Taxpayer due to any disruption of VPS' E-Payment System or
non-availability of the E-Payment System during which Taxpayers are unable to access or use the E-Payment
System due to a confirmed problem therein.
6. CONFIDENTIAL INFORMATION.
6.1. Nondisclosure.
Each party agrees to keep confidential and to use only for purposes of performing under this Agreement, any
proprietary or confidential information of the other party disclosed pursuant to this Agreement which is
appropriately marked as confidential or which could reasonably be considered of a proprietary or
confidential nature ("Confidential Information"), and, except as otherwise permitted by this Agreement, the
terms of this Agreement and all negotiations relating thereto (but not the existence of this Agreement
generally). The obligation of confidentiality does not apply to information which is publicly available through
authorized disclosure, is known by the receiving parW at the time of disclosure, is rightfully obtained from a
third party who has the right to disclose it, or which is required by law to be disclosed. All Confidential
Information will remain the property of the disclosing party.
7. TERM AND TERMINATION.
7.1. Term.
Subject to Section 7.2, this Agreement will commence upon the Effective Date and shall continue for two
years, at which point in time the Agreement will automatically renew for successive one (1) year periods
unless either party, at least thirty (30) days prior to the expiration of the then applicable term, provides the
other with written notice of its desire to terminate this Agreement.
7.2. Termination for Cause.
Ifa VPS E-Payment System provided under this Agreement fails to conform to generally accepted standards
for such services in the Card processing industry then the Merchant's sole remedy for snch failure shall be
that upon notice from Merchant specifying the failure of performance, VPS will rectify such failure of
performance. If VPS does not rectify our failure of performance within 30 days after receipt of notification,
then Merchant may terminate this Agreement upon 30 days' written notice to VPS. VPS may terminate this
Agreement at any time upon written notice to Merchant as a result of any of the following events: (i) any
noncompliance with this Agreement or Association Rules which is not cured within 30 days of VPS notice to
Merchant, except as otherwise provided in this Agreement and except that no cure period is allowed for
termination based on Merchant fraud; (ii) any voluntary or involuntary bankruptcy or insolvency proceeding
involving Merchant; (iii) for a period of more than 60 consecutive days, Merchant does not transmit Sales
Data to VPS.
7.3. Effect of Termination.
Termination of this Agreement will not relieve either party of any obligation to pay the other party any
amounts, Processing Fees, Service Fees or other compensation due and owing to the other party prior to such
termination.
7.4. Survival.
Sections 5 and 6 shall survive any termination or expiration of this Agreement.
8. MISCELLANEOUS.
8.1. Governin~ Law: Waiver of fury Trial.
This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee
without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or
arising from this Agreement must be brought by VPS against Merchant in the county and state of Merchant's
principal office as indicated below, and by Merchant against VPS exclusively in Davidson County, Nashville,
Tennessee. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS
EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING
OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.
8.2. Entire A~reement.
This Agreement, including the Schedules, contains the entire understanding and agreement between the
parties with respect to its subject matter, superseding all prior or contemporaneous representations,
understandings, and any other oral or written agreements between the parties with respect to such subject
matter.
8.3. Bindine Uoon Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted
assigns. Neither this Agreement nor any right, license, privilege or obligation provided herein may be
assigned or transferred by either party without the other party's prior written consent, which consent shall
not be unreasonably withheld, and any attempted assignment or transfer without such consent is void.
8.4. Relationship of Parties.
The relationship of VPS to Merchant under this Agreement shall be that of an independent contractor and
nothing contained in this Agreement shall create or imply an agency relationship between Merchant and VPS,
nor shall this Agreement be deemed to constitute a joint venture or partnership between Merchant and VPS
8.5. Notices.
All notices required or permitted under the Agreement shall be in writing and sent to the other Party at the
address specified below or to such other address as either Party may substitute from time to time by written
notice to the other and shall be deemed validly given upon receipt of such notice given by mail (postage
prepaid), electronic mail or personal or courier delivery to:
IF tO: Value Payment Systems. LLC If to: ~'0 ,~J el O~f- ~<~OC~'I 0//d
3841 Green Hills Village Drive
Suite 400
Nashville, TN 37215
Attn: Jeffrey C. Gardner
Email: jgar dner@valuepaymentsystems.com
8.6. Captions and Headings.
The captions and headings appearing in this Agreement are for reference only and will not be considered in
construing this Agreement
8.7. Counternarts.
This Agreement may be executed simultaneously in any number of counterparts, each of which shall be
deemed an original, but all of which together constitute one and the same agreement.
8.8. Waiver.
No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the
party against whom such waiver is sought to be enforced.
8.9. Severabilitv.
If any provision of this Agreement, or the application thereof, is found invalid or unenforceable, that provision
will be amended to achieve as nearly as possible the same economic effect as the original provision and the
remainder of this Agreement will remain in full force.
8.10. Publicity.
The parties agree that they will not use the other party's name, trademark or service mark or the existence of
the contractual relationship in any press release, marketing~ promotional, advertising or any other materials
without the other party's prior written consent
8.11. Amendment and Changes.
This Agreement or any provision hereof may not be changed, amended, supplemented, discharged,
terminated or otherwise altered except by a statement in writing signed by the party against whom
enforcement of same is sought.
8.12. Force Majeure.
Neither party will be liable for delays in processing or other nonperformance caused by such events as fires,
telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, nonperformance of
our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable
control, except that nothing in this Section 8.12 will affect or excuse your liabilities and obligations for
Chargebacks, refunds, or unfulfilled products and services.
8A3.Facsimile Signature and Counterparts.
This Agreement may be executed by exchange of signature pages by facsimile or in any number of
counterparts, each of which shall be an original as against any party whose signature appears thereon and all
&which together shall constitute oue and the same instrument.
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IN WITNESS WHERBOF, the parties have executed this Agreement as of the date first above written.
VALUEPAYMENTSYSTEMS, LLC
By:.
Name: J. Scott Slusser
Title: Chief Marketing Officer
Address: 3841 Green Hills Village Drive, Suite 400
City/State/Zip: Nashville, TN 37215
SCHEDULE A
(list of services to be provided)
SCHEDULE B
Fee Schedule
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