Estate Manager Service

SUPPLEMENTAL TERMS - ESTATE MANAGER SERVICE
                                                                                                                                 

These Supplemental Terms forth the terms and conditions on which Verifone will give you access to a Verifone-hosted portal where you can load encryption keys, install and update software, download content to, and view certain data about the state and use of, your estate of Verifone payment devices (the “Estate Manager Service”). They also set forth the terms and conditions on which Verifone will license you the software that will run on the payment devices that enables those devices to communicate with the Estate Manager Service (the “Device Agent Software”). The specific features and functionality of the Estate Manager Service will be as described in your Order Form or documentation provided by Verifone.

   1. PROVISIONING OF SERVICE.

   a. Standard Service.  Unless otherwise agreed by Verifone in writing, (i) the Estate Manager Service and the Device Agent Software shall be Verifone’s standard, off‑the‑shelf service and software, and no special or customized versions shall be provided by Verifone, and (ii) Verifone shall have no obligation to ensure that either of the Estate Manager Service or the Device Agent Software operates in conjunction with your equipment, software or other products or systems, and you shall be responsible for all costs you incur in connection with any modifications you elect to make to your own equipment, software or other products or systems. If Verifone ceases to offer the Estate Manager Service to its customers generally Verifone may terminate these Supplemental Terms – Estate Manager Service.

   b. Implementation Services.  The Parties may negotiate a Statement of Work that sets forth the relevant terms, including fees, for implementation of the Estate Manager Service, which will include, among other things, creating a Company ID, setting up one Estate Manager Service instance for production, and providing instructions to you on setting up the Estate Manager Service.

   c. Configuration. You are responsible for ensuring the Estate Manager Service is configured suitably for your purposes, including in a manner which allows fail-safe communication to the Estate Manager Service in the event of communication changes or disruptions. You are responsible for ensuring that you are using a current version of all software on your payment devices, including deploying any mandatory updates as soon as practicable. Verifone is not responsible for any resulting costs or losses incurred by you if devices cease communicating with the Estate Manager Service. Verifone is not responsible if you damage Devices through improper use of the Estate Manager Service or if your improper use results in defects or loss of service.

   d. Review by Verifone; Other Pricing Notes. Verifone reserves the right to review your use of the Estate Manager Service to verify the total number of devices in use by you with the Estate Manager Service.  The device count is based on any device showing the following status in the Estate Manager Service system: active, pending registration, pending hierarchy assignment, or inactive.

   e. Cooperation. You acknowledge that Verifone’s ability to perform the Estate Manager Service, including any initial setup and training services, is dependent upon your full and timely cooperation with Verifone as well as the accuracy and completeness of any information and data you provide to Verifone.  In order for Verifone to provide the Estate Manager Service, you shall provide Verifone, as Verifone may reasonably request, with data, information and other assistance and access to equipment.  Verifone will not have any liability hereunder for any breach or delay or failure to perform any obligation if your cooperation is reasonably required by Verifone and Verifone has reasonably requested such cooperation and you have failed to provide such cooperation.

   f. Termination. Upon termination of these Supplemental Terms – Estate Manager Service, Verifone shall cease providing, and you shall immediately discontinue any use of, the Estate Manager Service.  You are responsible for retrieving any of your content or applications stored with Verifone prior to any such termination date. Verifone is not responsible for any such content or applications and does not provide content retrieval services.

   2. LICENSE TO SERVICE AND SOFTWARE; INTELLECTUAL PROPERTY.

   a. Access to the Estate Manager Service. Subject to your payment of the  applicable fees for Services and Products, Verifone hereby grants to you a right, for the duration of the subscription term, to: (i) access and use the Estate Manager Service via remote network to download properly licensed applications onto supported Verifone Device models and to monitor and manage such devices as permitted herein, and (ii) display, download, print and reproduce any documentation provided by Verifone as reasonably required for the use of the Estate Manager Service. For avoidance of doubt, only you shall access the Estate Manager Service and no access is granted to any third party. You shall not access or use the Estate Manager Service for any non-Verifone devices.

   b. License to Device Agent Software. Subject to your payment of the applicable fees, Verifone hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable right and license to download, copy, install, and use the Device Agent Software on Verifone Devices, solely for the purpose of using such devices with the Estate Manager Service as contemplated herein. You shall have no right to market, distribute, or otherwise transfer the Device Agent Software.

   c. Ownership of Service, Software and Documentation. The Parties acknowledge that, as between Verifone and you, Verifone owns all rights (including without limitation all copyrights) in the Estate Manager Service and the Device Agent Software, and in any documentation provided by Verifone at any time related to the Estate Manager Service and the Device Agent Software.

   3. ACCOUNT INFORMATION; CONTENT/APPLICATIONS.

   a. Account Set-Up. Prior to using the Estate Manager Service, you are required to provide Verifone with your account-related information. You agree: (i) to provide Verifone with true, accurate, current, and complete information, and (ii) to inform Verifone promptly of any changes to such information to keep it true, accurate, current and complete. You shall be liable for the accuracy and legitimacy of all information provided to Verifone and you may not use the Estate Manager Service on behalf of any other entity or individual.

   b. Content/Applications. You are solely responsible for ensuring that you have the proper licenses and rights to the content and applications that you download to Verifone devices using the Estate Manager Service; you warrant that you have the right to download and use such content and applications as contemplated herein.  YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY CONTENT AND APPLICATIONS THAT YOU DOWNLOAD USING THE Estate Manager Service MEETS YOUR REQUIREMENTS, INCLUDING ANY SECURITY OR REGULATORY REQUIREMENTS OR STANDARDS, INCLUDING SETTING PARAMETERS IN SUCH APPLICATIONS.  IF YOU DETERMINE THAT ANY SUCH CONTENT OR APPLICATION DOES NOT MEET SUCH REQUIREMENTS AND STANDARDS, YOU SHOULD NOT DEPLOY OR DOWNLOAD SUCH CONTENT OR APPLICATION TO THE DEVICES.

   c. Responsibilities. You understand and agree that you shall be solely responsible for establishing and maintaining the appropriate and necessary connections between your Devices and the Estate Manager Service. Verifone is not responsible for terminal application software, terminal hardware functionality or communication infrastructure hardware or software (other than as may be separately agreed with you in writing). You are responsible for using the Estate Manager Service to manage your estate of Devices, including user creation, assignment of user roles, management of device passwords, password resets, management of device locations (no functionality is available to track the actual physical location of a device and its associated serial number), assignment of alert recipients, and development and sourcing of multimedia content.

   4. PRIVACY / DATA COLLECTION.

   a. Storing of Personal Information. You shall provide notice and obtain any required consent from any person whose personal information you transfer or enable to be transferred to or stored in Verifone’s Estate Manager Service. You should not add any records to the Estate Manager Service or Device Agent Software until any required consent has been obtained.

   b. Cardholder Data. The Estate Manager Service does not involve the accessing, storing, or processing of any Cardholder Data (“CHD”) or Sensitive Authentication Data (“SAD”), each as defined in the PCI DSS rules, by Verifone. You agree to not store in the Estate Manager Service or Device Agent Software any data categorized as CHD or SAD. Any data sets uploaded or stored which can be categorized to be considered CHD or SAD may be deleted without notice. If you store in the Estate Manager Service or Device Agent Software data relating to cardholder information or data that could reasonably be captured within the scope of PCI DSS then you shall ensure that all such data transferred to the Estate Manager Service or Device Agent Software will be compliant with PCI DSS requirements including but not limited to encryption requirements.

   c. Indemnification. You shall indemnify, defend, and hold Verifone, its affiliates, and each of their directors, officers, employees, and agents harmless from and against all losses, claims, damages, penalties, fines, or liabilities, arising from any breach of this Section 4. This Section shall survive any expiration or termination of your use of the Estate Manager Service and Device Agent Software.