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Supplemental Terms - Governing Law and Jurisdiction

1.    GOVERNING LAWS AND GOVERNING COURTS. “Governing Laws” and “Governing Courts” mean the laws and courts set forth in the following table, based on the applicable Verifone Contracting Party specified on the Order Form:

2.    ARBITRATION. Notwithstanding anything to the contrary, except with respect to enforcing claims for injunctive or equitable relief, the Parties agree that any Dispute (including determination of the scope or applicability of this agreement to arbitrate) shall be determined by binding arbitration in the following circumstances:

(a)   If the applicable Verifone Contracting Party is one of the Americas Contracting Parties or located or incorporated in the United States, Argentina, Brazil, Canada, Chile, Colombia, Mexico, or Uruguay, the Parties agree that the provisions of this Section 2(a) will apply. Disputes will be resolved by binding arbitration before one arbitrator, rather than in court, except that, if your total claim amount, inclusive of all costs and fees you have claimed or may claim, is less than US$ 20,000 (the “Small Claims Threshold”), you may elect to assert your claim, (i) if you are located in the United States, in the state or federal courts in New York County, New York State, USA, or (ii) if you not located in the United States, in a competent court in the country in which the applicable Verifone Contracting Party is incorporated or organized.  The arbitration shall be administered by JAMS conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the date the claim is filed, including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, USA and it shall be conducted in the English language. Should it be necessary to arbitrate any Disputes, the Parties agree that any such Disputes may be brought only in an individual capacity and cannot be brought as a class, collective, or representative action or be joined or consolidated as such.  The Parties understand that there is no right or authority for any Disputes to be heard or arbitrated on a collective-action basis, class-action basis, as a private attorney general, or on bases involving Disputes brought in a representative capacity on behalf of the general public, on behalf of other Verifone customers (or any of them), or on behalf of other persons alleged to be similarly situated.  The arbitrator will not consolidate claims of different claimants into one proceeding, nor will the arbitrator have the power to hear arbitration as a class action, collective action, or representative action.  Any Disputes regarding the enforceability or scope of this Section 2(a), including, but not limited to, whether class, collective, or representative actions are authorized in arbitration by these Terms and Conditions, will be decided by a court of competent jurisdiction rather than by an arbitrator. The Parties agree that if a Party brings an action that includes both claims subject to arbitration under these Terms and Conditions and claims that are by law not subject to arbitration, all claims that by law are not subject to arbitration will be stayed until the claims subject to arbitration are fully arbitrated or resolved. The Parties further agree that in such a situation, the arbitrator’s decision on the claims subject to arbitration, including any determinations as to disputed factual or legal issues, will be dispositive and entitled to full force and effect in any separate lawsuit on claims that by law are not subject to arbitration. The Parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.  The arbitrator shall have authority to award compensatory damages only and is not empowered to award any punitive, exemplary, or multiple damages, and the Parties waive any right to recover any such damages.  All statutes of limitations that are applicable to any Dispute shall apply to any arbitration between you and Verifone.  The Parties acknowledge that these Terms and Conditions evidence a transaction involving interstate commerce.  Notwithstanding anything to the contrary in these Terms and Conditions, any arbitration conducted pursuant to the terms of these Terms and Conditions shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).  Each Party shall be responsible for its respective fees, including attorney’s and expert’s fees, in pursuing or defending a claim hereunder, except that if your total claim amount, inclusive of all costs and fees you have claimed or may claim, is less than the Small Claims Threshold Verifone will reimburse your filing fees in excess of US$ 250 unless the arbitrator determines your claims are frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  Judgment on any award in arbitration may be entered in any court having jurisdiction.  Notwithstanding the terms of this Section 2(a), each Party shall have recourse to any court of competent jurisdiction to enforce claims for injunctive and other equitable relief.  Nothing herein shall preclude either Party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(b)   If the applicable Verifone Contracting Party is VF Singapore Pte Ltd, any of its local branch or representative offices, or located or incorporated in Singapore, the Parties agree that the provisions of this Section 2(b) will apply. The Parties hereby agree that all Disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) then in force at the time of the Dispute, which rules are deemed to be incorporated by reference in this Section 2(b). The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

(c)   If the applicable Verifone Contracting Party is Verifone India Sales PVT Ltd or is located or incorporated in India, the Parties agree that the provisions of this Section 2(c) will apply. The Parties hereby agree that all Disputes shall be referred to and finally resolved by arbitration administered as per the provisions of the Arbitration and Reconciliation Act, 1996, and regulations thereunder. Arbitration proceedings shall be in English and shall be conducted in New Delhi by a sole arbitrator to be mutually appointed by the Parties, failing which the appointment of the arbitrator shall be done as per procedure provided under the Arbitration and Reconciliation Act, 1996 and any regulations thereunder.

(d)   If the applicable Verifone Contracting Party is Verifone Australia (HAPL) Pty Limited or is located or incorporated in Australia, the Parties agree that the provisions of this Section 2(d) will apply. The Parties hereby agree that all Disputes shall be referred to and finally resolved by arbitration administered by the Australian Center for International Commercial Arbitration (“ACICA”) in accordance with the ACICA arbitration rules, then in force at the time of the Dispute. The seat of the arbitration shall be Sydney. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.

(e)   If the applicable Verifone Contracting Party is Verifone (Thailand) Co or is incorporated or located in Thailand, to the extent permissible by Thailand law, the Parties agree that the provisions of this Section 2(e) will apply. The Parties hereby agree that all Disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) then in force at the time of the Dispute, which rules are deemed to be incorporated by reference in this Section 2(e). The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

(f)   If the applicable Verifone Contracting Party is PT Verifone Indonesia or is incorporated or located in Indonesia, the Parties agree that the provisions of this Section 2(f) will apply. The Parties hereby agree that all Disputes shall be referred to and finally resolved by arbitration administered by the Indonesia Arbitration Centre in accordance with Law No. 30 of 1999 on Arbitration and Alternative Dispute Resolution rules then in force at the time of the Dispute, which rules are deemed to be incorporated by reference in this Section 2(f). The seat of the arbitration shall be Indonesia. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

(g)   If the applicable Verifone Contracting Party is VeriFone (HAPI) Philippines Inc. or is incorporated or located in Philippines, to the extent permissible under Philippines law, the Parties agree that the provisions of this Section 2(g) will apply. The Parties hereby agree that all Disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) then in force at the time of the Dispute, which rules are deemed to be incorporated by reference in this Section 2(g). The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.