HomeMy WebLinkAbout2005-015 Contract - VeriSign
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VeriSign Payment Services Merchant Services Agreement
V7
[online version 7.16.03]
This VeriSign Payment Services Merchant Services Agreement (the "A,g~eement") is entered into by and between VeriSign7
Inc., having its principal place of business at 487 East Middlefield Road? Mountain View, California 94043 C~VeriSignH), and
the Merchant, defined below, as of the date the" Agreement is executed by Merchant in the signature block below (the
UEffective Date"), provided that Merchant does not modify this Agreement in any manner or form. In the event of a
modification hereto, such modification shall constitute a counter offer by Merchant to VeriSign and this Agreement shaU.not
become effective as of the date signed by Merchant. When Merchant delivers a modified agreement to VeriSign and Veri Sign
activates such account, upon VeriSign's discovery of such modified agreement, Merchant acknowledges and agrees that such
activation constitutes a mistake and VeriSign shall have the right to tenninate the Service, without any liability whatsoever.
Merchanfs sole and exclusive remedy for VeriSign's tennination of the Service shall be a refund equal to a prorated portion
of any prepaid fees (excluding set-up, installation and any other non-recurring fees) paid by Merchant commensurate with thc
remaining portion of the thcn-CWTcnt term for which such fees were paid.
1. INTRODUCTION
1.1 Introduction. In this Agreement, "Merchant", "you" and "yow-" refer to each customer ("Merchant") "th~'t enters
into the Agreement and its designated agents, including your administrative contact, and "VeriSign", ~~e", "us" and
"our" refer collectively to VeriSign, Inc. and its wholly owned subsidiaries ("VeriSign~'). This Agreement explains
our obligations to you, and your obligations to uS in relation to the VeriSign service(s) you purchase. By entering
into this Agreement you agree to establish an account with us for such services. When you use your accoUnt or
permit someone else to use yow- account to purchase or otherwise acquire access to ..additional VeriSign service(s)"or
to modify or cancel your VeriSign service(s) (even if we were not notified of such authorization), tIiis Agreement as
amended covers any such service or actions. Additionally, you agree that the administrative contact for any services
provided to you is your agent with full authority to act on your behalf with respect to such services, as permitted by
the Services and related docwnentation, including (but not limited to) the authority to terminate? transfer (where .
transfer is pennitted by the Agreement), or modify such services7 or purchase additional services. Any aC'ceptance of
your application(s) or requests for our services and the performance of our services will be deemed to occw- at om
offices in Mountain View! California. ..
1.2 Various Services. Sections 1 through 12 apply to any and all VeriSign Services that you p'urchase under the
Agreement. The tenns and conditions set forth in the attached schedules to the Agreement appJy only to customers
who have purchased the VeriSign services referenced in those schedule$. Such $che~~les are incorporated intO'this
Agreement by this reference. In the event of any inconsistency between the terms of Sections I tlu:ough 12 and the
terms of the schedules, the terms of the schedules shall control with regard to the applic~ible VeriSign service. .
IMPORTANT NOTICE CONCERNING BUNDLED SERVICES: If you purchase separate "eriSign services that
are sold together as a "bundled" package! as opposed to your purchasing such services separately, termination of any
part of the services may result in tennination of all VeriSign services provided as part of the bundled package,
unless arrangements are made to pay for the services separately. Please se~ Section 10 of this ~,grccment for mOre
terms of termination. '" . " "' .
2. DEFINITIONS.
2.1 "Financial Institution" shall mean banks or fII1ancial institutions having business relationships with one or more
Financial Processors that have agreed to evaluate and provide merchant accounts and payment authorization setvices
to merchants.
2.2 "Financial Processor" shaH mean an entity with which VeriSign has established a re1atiOry)hip that performs the
back-end authorization and processing of Transactions between the Merchant's Financial'tnstitution and the
cardholder!s bank.
. 2.3 "Services" shall mean the VeriSign's Payflow Link~ or Payflow Prooo services u::;ed by Merchant and any add-on
services specifically described in this Agrccment. Current descriptions of the Payf1~w Link and PayfIow Pro
services can be found at the URL: http://www.verishzn.com/Davrnentlpayt1ow.html (for the PaYfiow Link service)
or httD://www.vedsign.cQrn/p3Y1,nentlpavflownro.htInl (for the Payflow Pro service). ยท
2~4 "Software" shall mean the object code version of Veri Sign's client Software DevdoP91ent Kit ("SDKtl.~HTML
code, application programming inteIfaces (APIs), related documentation and other elfent software Or coae which
VeriSign provides to Mcrchant, including updates, to enable VeriSign to provide thc Services to Merchant. Unless
otherwise specified, Software shall not include any source code. The Software is proprietaty to VeriSign and is
licensed to Merchant under a separate SDK License Agreement at the time of download. .
2.5 "VeriSign Manager Web Site" means VeriSign's online account management tools for merchants for the VeriSign
Payflow Link services and Payflow Pro services that are part of the Services.
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2,6 "Transaction" shall mean information related to the purchase of goods and services from Merchant by a third ' ,
party, Specifically a Transaction is an authorization) delayed capture) 1o\ale, void, voice authorization or credit data
transmission between VeriSign and its back end processors.
3. MERCHANT OBLIGATIONS.
3.1. General Service Requirements. Merchant shall be solely responsible for:
A. Establishing, hosting and maintenance ofits Web site(s) and its connection to the Internet (the "Merchant Web
Site(s)")) fulfilling all orders for products and services sold by Merchant to its users on Merchant's Web Site(s)
or otherwise, including without limitation transmitting Merchant's registration informati9n and Transaction data
to VeriSign servers or via the VeriSign Manager Web Site and en..o;;uring that any data stored or transmitted by
Merchant in conjunction with the Services and for enrollment for the Services is accurate, complete and in the
fonn as requested by VeriSign, is securely coUected and is not corrupted due to Merchant's systems, Merchant
is also responsible for reviewing the Transactions in its account On a regular basis and notifying VeriSign
promptly of suspected unauthorized activity through its account;
B, Displaying a web page to users p1irchasing products or services from Merchant that provides the user with an
acknowledgement that a Transaction has been completed and secured by VeriSign (the "Acknowledgment
Page"). Merchant agrees that in addition to Merchant's branding on the Acknowledgement Page, Merchant is
required to display on the Aclmowledgement Page the relevant VeriSign Payment Services logo ("VeriSign
Logo"), provided by VeriSign to Merchant, such logo to be a hypertext link to the URL:
http://seaLverisign.com/oavment (the "VcriSign Site,") or other web site reasonably designated by VeriSign) and
the text ttVeriSign has routed, processed and secured your payment informatiOn. More information about
VeriSijtn". The underlined text shall also be a hypertext link to the VeriSign Site or other site designated by
VerlSign. Merchant agrees that the VeriSign Logo and the foregoing text will appear at the top of the
Aclmowledgement Page (but below Merchant's branding) and users will not be required to scroll left, right, up
or down to view the VeriSign Logo or such text. VeriSign hereby grants Merchant the rights to use: the relevant
VenSign Logo, name and link to the VeriSign Site as necessary to carry out the obligations of this section 3,l.B
and in accordance with any trademark usage guidelines provided 10 Merchant by VeriSign from time to time
upon reasonable notice;
C. Establishing and maintaining a conunercial banking relationship with one or more Financial Institutions. The
terms of such relationship shall be determined solely by Merchant and the Financial Institution;
D. Keeping its login name and password confidential. Merchant shall notify VeriSign immediately upon learning
of any unauthorized use of its user name or password. Merchant shall be solely responsible for (i) updating its
passwords for access to the Services periodically, and (ii) creating passwords that are reasonably "strong" under
the circumstances, both in accordance with VeriSign's requirements. A ~~strong" password is at least six
characters long, does not contain all or part of the users account name, and contains at least three of the four
followmg categories of characters: uppercase characters, lowercase characters, base 10 digits) and symbols
found on the keyboard (such as !) @, #). Strong passwords should be generated in such a way that knowledge of
one does not lead to knowledge of another. For more infonnation on how to create a "strong password" please
see <htto://www.verisj~m.com/suppoctlpayfJQwlmana~erlsel fH d%assword.html >;
E. Maintaining commercially reasonable business p~actices in conjunction with use of the Services, collecting,
storing and transmitting its customer data in a secure manner and protecting the privacy of its customer data,
Merchant shall comply with VeriSign's requests for reasonable action on Merchant's part, to the extent
necessary, to maintain security and integrity of the Services;
F. Updating to the most current Software version and security updates and patches necessary to properly operate
the Services and keeping all Merchant enrollment and payment information current and updated on the
VeriSign Manager Web Site; and
G, Merchant agrees, and hereby represents and warrants that Merchant shall (A) use the Services in accordance
with the, applicable user guides and other documentation; and (B) not use or permit others to use information
obtained through the use of the Services for any purpose other than in conjunction with the Services and in a
manner described in the docmncntation for the Services.
3.2 Proprietary Rights. Except as otherwise set forth herein, all right, title and interest in and to aU, (i) registered and
unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions,
andlor improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations,
reissues, tenewals~ and extensions thereof now existing or hereafter filed1 issued, or acquired; (v) registered and
unregistered copyrights including, without limitation. any foons, images, audiovisual displays, text, software and
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. (vi) all other intellectual property, proprietary, rights or other rights related to intangible property which are used;. .
developed, comprising, embodied in, or practiced in c01U1ection with any of the Services identified herein
("VeriSign Intellectual Property Rights") are owned by VeriSign or its licensors, and you agree to make no claim of
interest in or ownership of any such VeriSign Intellectual Property Rights. You acknowledge that no title to the
VeriSign Intellectual Property Rights istransfel1'ed to you, and that you do not obtain any rights, express or implied,
in the VcriSign or its licensors' service, other than the rights. expressly granted in this Agreement. To the extent that
you create any Derivative Work (any work that is based upon one or more pree~isting versions of a work provided
to you, such as an cnhancement or modification, revision, translation, abridgement, condensation, expansion,
collection, compilation or any other form in which such preexisting works may be recast, transformed Or adapted)
such Derivative Work shall be owned by VeriSign and all right; title and interest in and to each such Derivative
Work shall automatically vest in VeriSign. VeriSign shall have no obligation to grant you any right in any such
Derivative Work. Except to the extent permitted by applicable law, Merchant shall not disassemble, decompile,
decrypt, extract, reverse engineer, prepare a derivative work based upon, distributc, or time share the Services or any
components thereof, or otherwise apply any proccdure or process to the Services or components thereof in order to
ascertain, derive, and/or appropriate for any reason or purpose, the source code or so\U"ce listings or any algorithm,
data, process, procedure or other infonnation contained therein. Merchant shall not rcnt, sell, resell, lease,
sublicense, loan or otherwise transfer the Services or components thereof.
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4. VERISIGN'S OBLIGATIONS.
4.1 Services. Subject to the tenns in this Agreement, VeriSign agrees to (i) provide to Merchant the Services for which
Merchant enrolls and pays the applicable fees, including without limitation the transmission of Transaction
information to Financial Processors, and (ii) provide Merchant with access to standardized reports regarding
Merchant's Transactions processed using the SelVices and certain reporting tools to assist Merchant in accounting
activities. Veri Sign hereby grants to Merchant the right to access and use the Services in accordance with the
Agreement. VeriSign is not bound by nor should Merchant rely on any representation by (i) any agent,
representative Or employee of any third party that you may use to apply for our services; or in (ii) infonnation posted
on our Web site of a general informational nature.
Modification of Terms; Changes to Services. Except as otherwise provided in this Agreement, Merchant agrees1
during the tenn of this Agreement, that VeriSign may: (1) revise the tenns and conditions of this Agreement,
including without limitation modifying the service fees Or payment tenns; and/or (2) change part of the Services
provided under this Agreement at any time. Any such revision or change will be binding and effective either, at
VeriSign's sole discretion, 30 days after posting of the revised Agreement or change to the Services on the VeriSign
Manager'Web Site, or upon electronic or written notification to you, You agree to periodically review the VeriSign
Manager Web Site, including the current version of this Agreement available on the VeriSign Manager Web Site, to
be aware of any such revisions. If you do not agree with any revis~on to the Agreement, you may terminate this
Agreement at any time by providing us with notice as set forth in this Agreement. Notice of your termination will be
effective On receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are
nonrefundable, except as otherwise expressly stated herein, but you will not incur any additional fees. By continuing
to use VeriSign services after any revision to this Agreement or change in Services, you agree to abide by and be
bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any
agent, representative or employee of any third party that you may use to apply for our Services; or in (ii) information
posted on our Web site of a general informational nature.
4,2 Secure Transactions. VeriSign has implemented and will maintain security systems for the transmission of
Merchant's Transactions, consisting of encryption and "fll'ewall" technologies that are understood in the industry to
provide adequate security for the transmission of such information over the Internet. V eriS ign does not guarantee the
security of the Services or Transaction data, and VeriSign will not be responsible in the event of any infiltration of
its security systems, provided that V criSign has used conunercially reasonable efforts to prevent any such
infiltration. Merchant further acknowledges and agrees that Merchant, and not VeriSign, is responsible for the
security of Transaction data or information or any other infonnation stored on Merchant's servers, and that VeriSign'
is not responsible for any other party's servers (other than subcontractors of Veri Sign solely to the extent VeriSign is
liable for its own actions hereunder).
4.3 Technical Support for Services. VeriSign shall provide the technical support services that you purchase, as set
forth in Exhibit A attached hereto and incorporated herein.
s. PRIVACY. Our privacy statement for the Services is located on our Web site at httI.://www.verisign.comltruste and is
incorporated herein by reference, as it is applicable to the Setvices. The applicable privacy statement sets forth your and
our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may
modify our privacy statement. We will post such revised statement on our Web site, You agree to monitor our Web site
periodically to review such revisions, By using our scrvices after modifications to the privacy statement, you have
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agreed to these modHications. You acknowledge that if you do ,not' agree to any such modification, you may tenninate" .
this Agreement. In addition to the above, Merchant acknowledges and agrees that in the course of provjding the
Services, VeriSign will capture certain transaction and user infonnation (collectively, the "Data;;). Merchant agrees to
provide to VedSign, and VeriSign shall capture, only the Data that is required by the Software and is necessary for
VeriSign to provide the Services. VeriSign agrees to use Data in its personally identifiable form only as necessary to
complete the requested transaction, VeriSign shall not disclose Data to thirl;! parties or use the Data, except that VeriSign
shall have the rights (i) to use the Data as necessary to perfonn the Services contemplated in this Agreement (including
distributing the Data to third parties providing services requested by Merchant); (ii) to maintain the Data as long as
necessary or as required by law and used internally for record keeping, internal reporting, and support pwposes; (iii) to
compile and disclose Data in the aggregate where individual merchant Data is not identifiable, including without
limitation, calculating merchant averages by region or industry; and (iv) to provide the Data as required by law or court
order, or to defend VeriSign's rights in a legal dispute, You represent and warrant tbat you have provided notice to, and
obtained consent from, any third party individuals whose personal data you supply to uS as part of our services with
regard to: (i) the purposes for which such third party's personal data has been collected, (ii) the intended recipients or
categories of recipients of the third party's personal data, (Hi) which parts of the third party's data are obligatory and
which parts, if any, are volnntary; and (iv) how the third party can access and, if necessary, rectify the data you hold
about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data
you supply to us in the future. Weare not responsible for any consequences resulting from your failure to provide notice
or receive consent from such individuals nor for your providing outdated, incomplete or inaccW'ate information.
6. FEES AND PAYMENT TERMS
As consideration for the services you purchased, you agree to pay VeriSign upon the Agreement Effective Date the
applicable Service(s) fees set forth in Exhibit B attached hereto and incorporated herein, or, if applicable, upon receipt of
your invoice from Veri Sign. All fees are due immediately and are non-refundable, except as otherwise expressly noted
herein or in one or more attached Schedules. Unless otherwise specified herein or on our Web site, the Services are for a
one-year initial texm and renewable thereafter for successive one-year periods. Any renewal of your Services with us is
subject to our then-current terms and conditions, including, but not limited to, successful completion of any applicable
authentication procedure, and payment of all applicable service fees at the time of renewal. Additional payment terms
may apply to the Veri Sign Services you plllchase, as set forth in the applicable Schedules to this Agreement. You are
solely responsible for the credit card or Automated Clearinghouse (nACHn) account infoonation you provide to VeriSign
and must promptly inform Veri Sign of any ohanges thereto (e.g., change of expiration date or account number). Changes
should be communicated to VeriSign by entering the updated infonnation through the VeriSign ManagerM tools or
contacting VeriSign customer support. All payments shall be made in U.S. dollars, All fees are non-refundable unless
otherwise explicitly stated in this Agreement. Ifwe do issue a refund, it will only be via t~e same payment method used
by you to pay for the Services. For additional services or add-on services~ Merchant shall either prepay VeriSign's then-
cW'tent annual prepaid fees, if available, or pay the then-current monthly fees for such services, in accordance with
Sections 6.2 below, If Merchant uses VeriSign add~on services that are subject to additional standard fees that are not
prepaid at emollment1 then VeriSign shall either,jmmediate1y charge Merchanes credit card or debit Merchant's ACH
account, as applicable~ for VeriSign's then-current fees for such services or invoice Merchant for such additional
standard fees, and Merchant shall pay such invoice immediately. You agree to pay all value added, sales and other taxes
(other than ta^es based on VeriSign's income) related to VeriSign services or payments made by you hereunder, Set up
fees, if any, will become payable on the applicable effective date for the applicable VeriSign Services, All sums due and
payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month
or the maximum amount allowed by law, whichever is less. Merchant hereby authorizes VeriSign to charge Merchant's
credit card provided to VeriSign or debit Merchant's ACH account for the fees due for the Serviees, and Merchant shall
provide to VeriSign proper debit authorization for purposes of allowing VeriSign to debit the applicable Merchant
aeconnt to collect fees due under this Agreement. All fees owed by Merchant to third parties (for example, Financial
Institutions, Financial Processors and merchant account providers), are Merchant's sole responsibility and are not
covered by this Agreement.
6.1 For Annual Prepaid Agreements. Merchant agrees to pay to VeriSign the applicable annual fees for the applicable
Services (the "Annual Prepaid Service Fee") for twelve (12) months from the due date as described above in this
Section 6, or twenty-four (24) months if Merchant prepays for two (2) years. Merchant shall pay a separate Annual
Prepaid SeIVice Fee for each Veri Sign Service'(s) account for which Merchant registers. Merchant agrees that
VeriSign shall have no obligation to provide the Services until it has received Merchant's Annual Prepaid Service
Fee. We will endeavor to provide you notice prior to the renewal of the Services at least fifteen (15) days in
advance of the renewal date. Unless either party tenninates the Agreement early in accordance Wjdl the terms herein
or unless otherwise notified by VeriSign electronically or via the VeriSign Manager Web Site, then for each renewal
term of this Agreement following the initial annual or bi~annual prepaid tenn, Merchant hereby authorizes VeriSign
to charge Merchant's credit card or ACH account that VcriSign has on file for Merchant or invoice Merchant, as
. applicable, for the annual renewal period. In the event Merchant desires to request another payment method,
Merchant shall contact paYment~a]es(2V,veri8.iim.com no less than thirty (30) days prior to the end oftbe applicable
prepaid term, VeriSign reserves the right at the end of each prepaid term to change its fees upon written or electronic
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.. 'noticeto Merchant. If V ciiSign is unable to collect the Annual Prepaid 'Service Fcc from Merchant for each tenewal '
period, then VeriSign shall have the right to terminate this Agreement in accordance with the terms herein,
6.2 Monthly Excess Transaction Fee. Notwithstanding Sections 6.1, in the event Merchant exceeds the Transaction
limit permitted for the applicable Services in Exhibit B Attaclunent I ("Excess Transaction") in any month,
Merchant shall be charged a monthly transaction fee ("Monthly Excess Transaction Fee") to be detennined by
multiplying each Excess Transaction processed in that month by the concsponding Service's transaction fee listed
therein, Monthly Excess Transaction Fee and other monthly fees (if applicable) will be invoiced or debited at the
end of the calendar month in which the Services are performed. Merchant agrees to pay all such invoices
immediately or as otherwise indicated on the applicable invoice. Merchant agrees; at the request of Veri Sign, to
provide VeriSign with an authorized credit card name, number and date of expiration or an ACH account number.
7. WARRANTY; DISCLAIMER
7.1 VeriSign represents and warrants that (a) it has all requisite corporate or other power to enter into this Agreement
and to carry out the terms of this Agreement; (b) all corporate action on the part orVeriSign, its officers, board of
directors and stockholders necessary for the performance of its obligations under this Agreement has been taken.
EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE EXTENT PERMITTED BY APPLICABLE
LAW, VERISIGN AND ITS LICENSORS, AS APPLICABLE, MAKE NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES OR SOFTWARE, AND ALL SUCH
WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY
EXPRESSLY DISCLAIMED BY VERlSIGN AND ITS LICENSORS, MERCHANT ACKNOWLEDGES THAT
NEITHER VERISIGN NOR ITS LICENSORS HAVE REPRESENTED OR WARRANTED THAT THE
SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY OR WITHOUT
COMPROMISE OF THE SECURlTY SYSTEMS RELATED TO THE SERVICES OR THAT ALL ERRORS
WILL BE CORRECTED.
7.2 Merchant represents and warrants ,that it shall comply with all applicable privacy, consumer and other laws and
regulations with respect to its (i) provision, use and disclosure of the Data; (ii) dealings with the users providing the
Data; and (iii) use of the Services, Additionally, Merchant represents and warrants that (a) it has all requisite
corporate or other power to enter into this Agreement and to carry out the terms of this Agreement; (b) all corporate
action on the part of Merchant, its officers, board of directors and stockholders necessary for the performance of its
obligations under this Agreement has been taken; (c) this Agreement constitutes its valid and legally binding
obligation, enforceable against it in accordance with the terms hereof; (d) if Merchant is a corporation, then it is a
corporation in good standing in its jurisdiction of incorporation; (e) it has read and understands the entire Agreement
and desires to be bound thereby, and it has been represented by counsel of its own choosing; and (I) it represents and
warrants that, except as expressly set forth herein, no representations of any kind or character have been made to
induce it to execute and enter into this Agreement.
8. INDEMNIFICATION. This section is subject to the termS of Section 9. Either party will defend, indemnify, defend,
save and hold harmless the other party and the officers, directors, agents, Affiliates, distributors, franchisees and
employees of the other party from and against any and all third party claims, losses, demands, liabilities, damages, costs
and or expenses (including reasonable attorneys' fees), either arising out of or relating to the indemnifying party's
material breach of any duty, representation or warranty of this Agreement. A party's right to indemnification under the
Agreement ("indemnified party") is conditioned upon the following: prompt written notice to the party obligated to
providc indemnification ("indemnifying party") of any claim, action or demand for which indemnity is sought; control
of the investigation, preparation, defense and settlement thereof by the indemnifying party; and such reasonable
cooperation by the indemnified part, at the indemnifying party's request and expense, in the defense of the claim, The
indemnified party shall have the right to participate in the defense of a claim by the indemnifying party with counsel of
the indemnified party's choice at the indemnified party;s expense, The indemnifying party shall not, without the prior
written consent of the indemnified party, settle, compromise or consent to the entry of any judgment that makes any
admissions in the. indemnified party's name or imposes any liability upon the indemnified party.
9. LIMITATIONS ON LIABILITY. Merchant acknowledges that VeriSign is not a financial or credit reporting
institution, VeriSign is responsible only for providing data transmission to effect or direct certain payment authorizations
for Merchant and is not responsible for the results of any credit inquiry, the operation of web sites ofISPs or Financial
Institutions or the availability or perfonnance of thc Internet, or for any damages or costs Merchant suffers or incurs as a
result of any instructions given, actions taken or omissions made by Merchant, Merchant's financial processor(s),
Merchant's Financial Institution or any ISP. IN NO EVENT WILL VERSIGN'S LIABILITY ARISING OUT OF THIS
AGREEMENT EXCEED THE FEES PAID TO VERISIGN BY MERCHANT HEREUNDER DURING THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE
CLAIM FOR DAMAGES. IN NO EVENT WILL VERISIGN OR ITS LICENSORS HAVE ANY LIABILITY TO
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MERCH~NTOR ANY OTHERP ARTY'FOR ANY l.;OST OPPORTUNITY OR PROFITS, COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING our OF THIS AGREEMENT, UNDER ANY
CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT
VERISIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL
APPLY NOTWITHSTANDING ANY F AlLURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY,
Notwithstanding the above, the limitations set forth above shall be enforceable to the maximum extent allowed by
applicable law.
10. TERM AND TERMINATION
10.1 Term; Renewal. This Agreement will commence on the later of (i) Effective Date, or (ii) the date that Merchant's
Payflow account is activated for live Transactions, if different; and will continue for a period of one (1) year (or
two (2) years if Merchant prepays for two years), unless terminated earlier or suspended according to the
provisions of this Agreement. This Agreement will thereafter automatically renew for successive twelve (12)
month terms (or twenty-four (24) month terms if Merchant prepays for twenty-four months), unless either party
gives the other party written or electronic notice, in accordance with the terms herein, of its intention not to renew
the Agreement, at least thirty (30) days prior to the end of the then-current term or renewal term if termination is
by VeriSign. Any renewal of your Services is subject to our then-CWl'ent tenns and conditions, successful
completion of any applicable authentication procedure, if any, and payment of all applicable service fees at the
time of renewal. Additional payment terms may apply to the VeriSign Services you purchase~ as set forth herein
and in the applicable Schedules to this Agreement.
10.2 Suspension and Termination. Either party hereto may~ at its option, and without notice, terminate this
Agreement, effective immediately, should the other party hereto (0 admit in writing its inability to pay its debts
generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute
proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it;
(iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization
under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (vi) have a decree
entered against it by a court of competent jurisdiction appointing a receiver liquidate, trustee or assignee in
bankruptcy or in insolvency covering all or substantially all of such Party's property or providing for the
liquidation of such party's property or business affairs.
A. By Merchant. Merchant may terminate this Agreement upon prior written notice to VeriSign by notifying
VeriSign's customer support electronically or in writing and following the instructions for cancellation either
(i) prior to the end of the initial annual period or any annual renewal period; or (ii) for convenience. Subject
to the above. VeriSign shall use commercially reasonable efforts to cancel the Services within seven (7)
business days following such written notice from Merchant. Merchant shall be responsible for the payment
of aU fees due and payable through the effective date of tennination. Tennination requests for non- VeriSign,
third party setVices may not be made through VeriSign. Merchant must instead contact such third parties
directly to cancel such services,
B. By VeriSign. Notwithstanding Section 10.1, VeriSign may suspend Merchant's accesS to the Services or
terminate this Agreement as follows:
(i) Following ten (10) days prior electronic or written notice (such as an overdue invoice) if (a) Merchant
b:rt:aches thc Agreement, (b) perpetrates fraud, (c) causes or fails to f1X a security breach relating to the
Services, (d) fails to comply with VeriSign's best practices requirements for security management or to
respond to an inquiry from VeriSign, concerning the accuracy Or completeness of the information
Merchant is required to provide pursuant to this Agreement, (e) ifVeriSign reasonably suspects
fraudulent activity on Merchant's paym~nt services account, (if such breach is not cured within such 10-
day period), (f) in the event that certain third party licenses or access to third party components of the
Services are terminated, or (g) non-payment of invoice; or
(ii) Immediately, without prior notice, ifVeriSign reasonably believes Merchant's breach compromises the
security of the Services in any material fashion, if fraudulent Transactions are being run on your account,
or Merchant's fmandal processor or Financial Institution with which Merchant has a merchant account
requires such termination or suspension.
10.3 Effect of Termination, Veri Sign will cease providing the Services and ccase charging your credit card, if
applicablol for any monthly, annual or bi-annual Service fees as of the expiration of the annual, bi-annual or
monthly billing cycle in which the tennination is effective. If tennination of this Agreement is' due to your default
hereunder, you shall bear all costs of such termination, including any reasonable costs VeriSign incurs in closing
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,," '"your account. You agree to pay any and all costs iricurredby VeriSign in enforcing your compliance with"this
Section. Upon termination, your rights to uSe the Services, and any other rights granted hereunder, shall
immediatcly cease, and you shall destroy any copy of the materials licensed to you hereunder and referenced
herein. Each party will be released from all obligations and liabilities to the other occurring or arising after the
date of such termination, except that any termination of this Agreement will not relieve VenSign or Merchant
from any liability arising prior to the termination of this Agreement. To the extent permitted by applicable law,
you agree that upon termination for any reason, we may delete all information relating to your use of the Service.
Notwithstanding the foregoing, the provisions of Sections 5, 7-11 and Merchant's obligations to pay all fees due
through the effective date of termination will survive any termination of this Agreement.
10.4 Bundled Services. In addition to the terms set forth above, if you purchase Services which are sold together as
part of a "bundled" package of services, any termination relating to such bundle will terminate all VeriSign
services included in such bundle, In such eases we may, in Our sole discretion and subject to your agreeing to be
bound by the applicable agreement(s) and to pay the applicable fees, allow you to convert certain services
included in the bundled services to stand alone services. Notwithstanding the above, termination of the Services
will terminate any add-on services.
1 0.5 Reinstatement of Services. If Services are suspended or tenninated by VenSign due to lack of payment by
Merchant, reinstatement of Services shall be subject to Merchant paying VeriSign (i) new set-up fees, at
VeriSign's then-current rates; and (ii) as applicable, all past due annual or monthly fees and Transaction fees,
11. CONFIDENTIALITY
11.1 Confidential Information. "Confidential Information" means any confidential, trade secret or proprietary
infonnation (which may be business, financial or technical information) disclosed by one party to the other under
this Agreement that is marked confidential or if disclosed orally designated as confidential at the time of
disclosure Or that should be reasonably understood to be confidential. All source code and the terms of this
Agreement will be considered Confidential Information.
11.2 Confidentiality Obligations. Each party (i) shall not disclose to any third party or use any Confidential
Information disclosed to it by the other except as expressly pennitted in this Agreement and for pwposes of
perfonning this Agreement, and (ij) shall take reasonable measme$ to maintain the confidentiality of all
Confidential Information of the other party in its possession or control, which shall in no event be less than the
measures it uses to maintain the confidentiality of its own proprietary information or Confidential Information of
similar importance, Each party further agrees to use the other party's Confidential Infounation only for the
purpose of its perfonnance under this Agreement. In addition; the receiving party shall not reverse engineer,
disassemble or decompile any prototypes, software or other intangible objects which embody Confidential
Infonnation and which are provided to the receiving party her~under.
11.3 Limitation of Confidentiality. The Obligations set forth in Section 11.2 ("Confidentiality Obligations") above
do not apply to information that (i) is in or enters the public domain without breach of this Agreement, (ii) the
receiving party lawfully receives from a third party without restriction on disclosme and without breach of a
nondisclosure obligation, (iii) the receiving party knew prior to receiving such information from the disclosing
party or develops independently without access or reference to the Confidential Information, (iv) is disclosed with
the written approval of the disclosing party, or (v) is disclosed five (5) years from the effective date of termination
or expiration of this Agreement.
11.4 Exceptions to Confidentiality. Notwithstanding the Confidentiality Obligations set forth in Section 11.2 above,
each party may disclose Confidential Information of the other party (i) to the extent required by a court of
competent jurisdiction or other governmental authority or otherwise as required by law but only after alerting the
other party of such disclosure requirement and, prior to any sueh disclosuret allowing (where practicable to do so)
the other party a reasonable period of time within which to seek a protective order against the proposed disclosure,
or (ii) on a "need-to-know" basis under an obligation of confidentiality substantially similar in all material
respects to those confidentiality obligations in this Section 1 0 to its legal counsel, accountantst contractors,
consultants, banks and other fmancmg sources,
12. MISCELLANEOUS TERMS
12.1 "Forte Majeure (Events Beyond the Parties' Control). Neither party shall be deemed in default hereunder, nor
shall it hold the other party responsible for, any cessation, interruption or delay ip. the perfonnance of its
obligations hcrounder~ except for Merchant's payment obligations hereunder, due to earthquake, flood; fire, sto:rm,
natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the
party relying upon this Section shall give the other party written notice thereof promptly and, in any c:ventt within
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five (5) days of discovery thereof, and (H) shall take 'all steps reasonably necessary under the circumstances to.
mitigate the effects of the force majeure event upon which such notice is based; provided, however, that in the
event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the
aggregate, either party may immediately terminate the Agreement.
12.2
Entire Agreement and Modification. The terms in this Agreement constitute the entire agreement between
VeriSign and Merchant regarding its subject matter and its tenns supersede any prior or simultaneous agreement,
tenns or negotiations, whether written or oral or whether established by custom, practice, policy or precedent,
between the parties hereto. Except as otherwise provided for herein, any waiver, modification, or amendment of
any provision of this Agreement will be effective only if in writing and signed by the parties herein, No employee,
contractor, agent or representative of Veri Sign is authorized to alter or amend the terms and conditions of this
Agreement except through an amendment signed by an authorized representative of VenSign, Merchant
aGknowlcdgc$ and agrccs that in the event a purchase order ("POI') contains additional terms, provisions or
language ("PO Terms"), those PO Terms shall be null and void and the tenns of the Agreement shall prevail.
12.3 Severability. In the event that any provision of this Agreement is unenforceable or invalid such unenforceability
or invalidity will not render this Agreement unenforceable or invalid as a whole, and in such event, such provision
will be changed and interpreted so as to best accomplish the objectives of such unenforceablc or invalid provision
within the limit~ of applicablc law or applicable court decisions.
12.4 No Assignment. Merchant may not assign this Agreement without the prior written consent of Veri Sign.
12.5 Governing Law and Jllrisdiction. This Agreement will be governed by and constnied in accordance with the
laws of the State of California without reference to its conflicts of laws principles, Each party consents to the
exclusive venue and jurisdiction of the appropriate state or Federal courts in Santa Clara County and the Northern
District of California for any dispute arising out of or relating to this Agreement. The parties acknowledge and
agrec that this Agrcement is made and performed in Mountain View, California. The parties hereby waive any
right to jury trial with respect to any action brought in connection with this Agreement. The application of the
United Nations Convention of Contracts for the International Sale: of Goods is expressly excluded,
12.6 Export Restrictions. Merchant acknowledges and agrees that it shall not import, export7 or re-export directly or
indirectly, any commodity, inoludingMerchant'g products incorporating or using any VeriSign products in
violation of the laws and regulations of any applicable jurisdiction.
12.7 Notice. Except as otherwise oxpressly stated in this Agreement, all notices to VeriSign shall be in writing and
delivered, via courier or certified or registered mail, to VeriSign, Inc., Attention: Legal Department7 487 East
Middlefield Road, Mountain View, California 94043, or any other address provided by Veri Sign. All notices to
you shall be delivered to your mailing address or e-mail address as provided by you in your account information,
as updated by you pursuant to this Agreement. Unless you choose to opt-out of receiving marketing notices, you
authorize VeriSign to notify you as our customer, via conunercial e-mails, telephone calls and other means of
communication, of information that we deem is Qfpotential interest to you, including without limitation
commnnications describing upgrades, new products and services or other information pertaining to the Services or
other VeriSign offerings relating to Internet security or to enhancing your identity on the Internct.
Notwithstanding the above, Merchant shall not have the right to opt-out of service or support notices relating to
the Services, including without limitation, notices of service modifications, security, perfonnance issues or
technical difficulties.
12.8 Government Usc. If you are a branch or agency of the United States Govenunent, the following provision
applies. The software and any related documentation are comprised of "commercial computer software" and
"commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are
provided to the Govenunent (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set
forth in 48 C,F.R, 12,212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent
with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227,7202-3 (JUN 1995).
12,9 Headings. The section headings appearing in the Agreement are inserted only as a matter of convenience and in
no way define, limit, construe or describe the scope or extent of such section or in any way affect such section,
12.10 Independent Contractors. Neither party nor their employees" consultants, contractors or agcnts are agentst
employees or joint ventures of the other party, and they do not have any authority to bind the other party by
contract or otherwise to any obligation. Each party shall ensure that the foregoing persons shall not represent to
the contrary, either expressly, implicitly, by appearance or otherwise,
12,11 Non-Disparagement; Publicity. During the term of the Agreement, neither party will disparage the other party
or the other party's trademark.,.;;, web sitcs, products or services, or display any such items in a derogatory or
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" .. negative manner on any web site or in any public forum or press release.' Unless otherwise stated 'herein; neither:
party shall issue a press release or otherwise advertise, make a public statement Or disclose to any third party
infonnation pertaining to the relationship arising under this Agreement, the existence or tenns of the Agreement,
the underlying transactions between VeriSign and Merchant, or referring to the other party in relation to the
Agreement without the other party' oS prior written approval.
12.12 Costs, Except as expressly stated in the Agreement, each party shall be solely responsible for the costs and
expenses of perfo~ing its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the Effective Date.
Pato/~s~xa'ct
Lc alNa'mc
StateJC~uritry .of
Inc,~rpora~on or
Re. istratioD.
Ad'drbs's~s
AdCk.essl
VeriSign, Inc.
ell. 01' /fs1,/DN1
Delaware
O~10"
487 E. Middlefield 2,0 Ea.J--r MDt,"" S 1
Road
--
Addr~~s'2
(:l'ij;I$~~t~;zip::
Mountain View,
California 94943
U.S.A
Cou~tr ::
Phone':
:Business', FaX:'
Email:
Name;'
Title:;
Date:
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:. Schedule A
American Express Direct Processing (vi)
1. Merchant shall be solely responsible for:
A. Access Via Econunerce Application. You understand and agree that if you install a third party eCommerce
application or your own custom integration on your web site through which you access the VeriSign Direct
Processing services, it is your responsibility to comply with or select an cCommerce application that complies
with the most current American Express standards and operational requirements. In addition~ it is your
responsibility to keep your systems in good working order and to repair and correct any deficiencies, errors, or
defect promptly during the tenn of this Agreement if notified by VeriSign or American Express that such repair
is necessary for the VcriSign Direct Processing services to operate properly and in accordance with American
Express requirements. VeriSign will promptly notify you of Ameri~an Express required changes to your
system. You understand and agree that your failure to perform these function::! may result in your inability to
process such transactions through VeriSign or in VeriSign or American Express suspending or terminating your
right to access the Veri Sign Direct Processing services,
B. Inability to Access Service, You agree to notify Veri Sign immediately of online processing problems,
including but not limited to providin,g VeriSign's customer service department with notice within forty-eight
(48) hours of your using voice authorizations for your transactions that you would otherwi::;e send through
VeriSign's online payment services gateway.
c. In no event shall VeriSign be liable for transaction processing and other services performed by American
Express.
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Schedule B
Recurring Billing Services (vl)
1. Merch.ant agrees, and hereby represents and warrants, that prior to processing any recurring transactions using
VeriSign's Recurring Billing Service, Merchant will have entered into written'agreements with its card holder
customers (1) confirming the card number and current expiration date; (2) providing an overview of how the
recurring billing service will operate; (3) stating the term of the contract, in particular the period the cafd will be
billed and the frequency that the card will be charged.
2. Merchant shall be solely responsible for:
A. Obtaining all necessary approvals required from each customer authorizing Merchant to bill such customer's
credit card account. Merchant hereby represents and warrants that Merchant has the authorization to bill its
customers' credit card accounts in the manncr~ for the amounts and for the period of time indicated by Merchant
at the time Merchant enrolls for VeriSign's Recurring Billing Service.
B. Complying with all applicable bank and credit card roles with respect to recwring billing of consumers' credit
cards. Merchant hereby represents and warrants that Merchant has complied with all applicable bank and credit
card rules in billing its customers' credit card and in its use of the VeriSign Recurring Billing Service.
C. Providing accurate infonnation regarding the credit cards to be billed, the amounts, the billing cycles, billing
period and any other information requested by VeriSign that is necessary to properly pr,ocess such Transactions.
D. Monitoring its VeriSign account, fegardless of the features VeriSign may offer in connection with the Recurring
Billing Service, ensuring that the information is current and accurate and reviewing the transactions periodically
to determine if they have been properly submitted. Merchant agrees to notify VenSign promptly if it notices
any discrepancy between information Merchant provided and the transactions submitted.
E. Indemnifying VeriSign and its representatives, officers, directors and employees from and against any claims by
credit card holders that their credit cards were charged by Merchant without authorization,
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Schedule C
Fraud Protection Services (vI)
Only eligible merchants, as defined in the applicable Fraud Protection Services enrollment an/or user documentation, are
authorized to uSe the Fraud Protection Services. Merchant agfees to comply with the following terms as applicable to the
specific Fraud Protection Services and/or Account Monitoring Services licen8ed by Merchant:
1, Use of Services. Merchant agrees, and hereby represents 8nd warrants that Merchant shall (A) use the Fraud
Protection Services in accordance with the applicable user guides and other documentation; and (B) not use or
permit other8 to use information obtained through the use of the VeriSign Fraud Protection Services for any purpose
other than in conjunction with the Services and in a manner described in the documentation for the Services.
2. Setting Preferences. Merchant shall be solely responsible for setting preferences for the Veri Sign Fraud Protection
Services. It is solely Merchant's responsibility to detennine which Transactions it will accept or reject based on the
authentication information provided by VeriSign. Merchant shall not reject a Transaction unless, based on various
combinations of authentication information, Merchant reasonably determines that the individual requesting the
Transaction is likely not the consumer he is representing himself to be.
3. ACCOWlt Monitoring. Merchant understands, acknowledges and agrees that VeriSign does not guarantee that the
Veri Sign Account Monitoring services will discover or prevent all non-valid, fraudulent transactions, and that
VeriSign shall not be responsible for any non-valid tr8nsaction that is processed unless otherwise explicitly provided
elsewhere in the Agreement.
4. Dispute Resolution. Merchant acknowledges that in addition to VeriSign's other permitted uses of the Data,
VeriSign shall have the right to provide Data to Financial Institutions and card associations for the purposes of
dispute resolution.
S. Best Practices. The Risk and Security "best practices" suggestions features of the VeriSign Fraud Protection
Services arc solely for illustrative pmposes to show best industry practices, and Merchant shall be solely responsiblt
for choosing the appropriate settings and parameters for the Veri Sign Fraud Protection Services.
6. IP Address Verification Components. The following additional restrictions apply. Except as pencitted in the
applicable documentation for the Services, Merchant shall not:
a. Modify, recast or create derivative works of any information obtained using the IP Address Verification
components of this service;
b. Publicly display, upload or post any information obtained using the IP Address Verification eompo~ents or
transmit, broadcast or otherwise transfer such infonnation to any other party;
c. License, sell, transfer or provide access to information obtained using the IP Address Verification components of
the Services; and
d. Use, or authorize any third party to use, the infonnation obtained using the IP Address Verification components
to provide geo-location services to third parties.
7. High Risk Filters. VeriSign'slicensors ofthird party products or services used by Merchant as part of the High Risk
Filters components of the Fraud Protection Services shall be: considered third party beneficiaries of the Agreement
and shall have the right to enforce Merchant's compliance with the Agreement.
8. Accowtt Monitoring. Merchant acknowledges that VeriSign does not represent Or warrant that the Account
Monitoring Service is error free or that it will identify all fraudulent activity, In addition, VeriSign shall not be
liable to Merchant ifVeriSign incorrectly identifies a transaction as fraudulent. Merchant shall be responsible for
taking all final actions on transactions that have been identified by Veri Sign as potentially fraudulent. VeriSign
shall use commercially reasonable efforts to monitor and internally investigate and report on potentially fraudulent
activity,
9, Buyer Authentication. In the event that the card associations modify their buyer authentication programs, VeriSign
. will use commercially reasonable efforts to update the Fraud Protection Ser:vices at the next major release of the
Fraud Protection Services that VeriSign makes generally available,
10. Third Party Components. VeriSign shall have the right to modify, substitute or remove third party components of
the Fraud Protection Services on thirty (30) days prior written or electronic notice? provided that Merchant may
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tcnninate this Agreement following prbper notice to VedSign in the event that such removal materially diminishes
the functionality of the Fraud Protection Services.
11. Deactivation. If the Fraud Protection Services are tenninated, VeriSign shall have thc right to immediately upon
termination cancel Merchant's access to the Fraud Protection Services, It is Merchanfs responsibility to clear all
settings and download all reports prior to the effective date of any such termination.
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Exhibit A
Standard Technical Support
1. Telephone, Email and Web-Based Support. VeriSign's representatives shall provide to Merchant telephone (toll free)
technical support during Regular Business Hours and Internet based (Via email and its Web site) technical support
twenty foUT hours a day. "Regular Business Hours" mean Monday through Friday, 5:00 AM to 6:00 PM (PST),
excluding VeriSign holidays.
2. Response Times. VeriSign will use dihgent efforts to respond to all support calls and email as quickly as reasonably
possible.
3. Resolution. VeriSign shall use diligent efforts to resolve the reported defects, including Services intemJptions within
the control of Veri Sign, as promptly as reasonably possible. A defect is "resolved" ifVeriSign implements a fix that
restores the impaired functionality.
4. Reports. At DO additional cost) VeriSign will make reports of and infonnation regarding transaction activity within
certain parameters available for access by VeriSign's customers via a specially designated web site ("'Managern).
VeriSign will restrict access to Manager, through the use ofa secure authentication mechanism, to VeriSign, VeriSign's
customers, and any third party to whom the parties may agree to permit access,
5. Scheduled Services Outage Notification. In the event VeriSign schedules a Services outage, where customer's
transactions will not be able to be processed via the VeriSign Services for longer than four (4) hours at anyone time
rSchedulcd Services Outage"), VeriSign will make every reasonable effort to provide customer with at least forty-eight
(48) hours prior notice via email to customer's Administrative Contact at the email address provided by customer to
VenSign. Scheduled Services Outages will be scheduled whenever possible between the hours of 12 :00 a.m. and 4:00
a.m, Pacific Standard Time. Such notice shall ine1ude an estimated length of time of the Scheduled Services Outage, if
mown.
6. Administrative Contact. In order to obtain the support set forth above, the customer shall designate and provide to
VeriSign, a representative ("Administrative Contact"), along with a contact email address, who shall act as the
customer's support liaison. If the Administrative Contact is not available, the customer may designate alternate
representatives until such time as the Administrative Contact is again available provided it notifies VeriSign's Business
Services of the names and email addresses of the alternate Administrative Contact.
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Exhibit B .
Veri Sign Payment Services Pricing Per Account and/or Data Center- (Branding required)
1. In accordance with Section 6 of the Agreement, this Exhibit B and the Exhibit B Attaclunent 1 attached hereto,
Merchant shall per Account pay the fees set forth on Exhibit B, Attaclunent 1, Table 1 and Table 2, hereinafter
kno\Vn as the "Pricing Schedule" and" Monthly Tran8action Fee Table", respectively for the applicable Services,
2. Additional Accounts. Merchant, within the Agreement's' first year by submitting a purchase order (PO) to
VenSign incorporating and making reference to this, Agreement, may purchase additional Accounts in accordance
with the Agreement Section 6 at the lesser of Veri Sign's then current pricing orthe Fee set forth in the Pricing
Schedule Colunm 3 for the applicable Service) provided however after the fIrst year the greater thereof.
3. Exhibit B Attachment 1 (Pricing Schedule) follows on next page.
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Exhibit B Attachment 1
A. Table I: "Pricin Schedule"
1
*Aferchanlifnotchecked.
Dlea.'le initials
~
~
Pa ow Service
Pricin
2
Existing
CyberCash
Merchant
Link
Pro
Annual Prepaid Se.-vice .
Feel!
Number
Service and Supporr of
Accounts
Paynow@ Link Service
(Link)
PayflowQfl Pro Service (Pro) 1
Link Standard Support
(Included in Pro Service)
Link Recurring Billing Fees
1
Pro Recurring Billing Fees
SSL Certificates
Commerce Site
(40-bit Server Certificate)
1
Commerce Site Pro
(US-bit Server Certificate)
Fraud rotection Services
Basic Fraud Protection
Filters'
Advanced Fra ud Protection
FilterslO
1
Buyer Authendcatlon10
Account Monitoring System
B, Table 2: "Month! Transaction Fee TableH
Monthl Transaction Fee Table
1
2
Service
Number
of
, Accounts
3
Number of Prepaid TransactIons Per
Account, Per Month
Fee Per Excess
Transaction
As selected In the
Pricing Schedule
Link U to 500 Pre aid Transadiolts SO.10
Pro 1 U to 1 000 Pre aid Transactions
*11 Merchant/ails to in/tJal tile hell)w box or it is not cJu!cked or IIX'~, (I) the Services and Support Level to be provided by VeriSign to
Merchant .~h(l" In VerlSiglt7.~ dJ.~c,.etlon be determllled hased on Merchant's initial payment.
J Each pltyslcallocation where MefchaM has ilttegrated tlte VerlSlgn client Softwa.re into Merchant ts servers lor commerciaL use is a
sepllrate "Data Cellter. " Each additionaL Data Center shall also be Set up as an additiOlzal account. Merchant sluIlI he IJJIledfor tl,e greater
of the number o/merchant bank accounts or Data Centers (illdividually alld colLectively k"OWIJ as "Account(s)" u...ing the Services.
1Service and support descriptions available at VeriSigll's Web site.
J l/noll.rem:wing Merchant Prepaid Fees include Nut Setup Fee otherwise set up is "ot required.
4Additional monthly fees may apply, see Agreement Section 6.2.
SIn addition to Link and Pro Setup and Service Fees.
6 {IntentionaJly Left BLank]
., In addition to Link alld Pro Setup, Se.rvice Fee:,' and/(JI' Support Fet!S.
, Fee includes Pro '$ Annuul Pre.paid Service Fee, but server certljlcau se",ice is not a bund/cd package as defined in the Agreemellts ~lecond
faragraph. Merchant must agree to addltlona~ online agreemcnts prior to redeeming token and receiving server certificate service.
In addition to tltelees set/ortlt herein, Merchant shall pay five cents ($0.05) per Transaction.
10111 addition to the fees set/orlh herein, Merchant shall pay ten cents ($0.10) per Transaction.
MSA]MR2exectble(7 .16,03to_onHneveJ'Sion7 .16,03 )AEMGR VCI'Sion]roPrcpay
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Verisign
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Page 1 /1
~~~M~I~ ~HLAND CITY RECORDE
ASHLAND, OR 97520
(541 ) 488-5300
05735
VENDOR: 009455
VERSIGN
487 E MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
SHIP TO: City of Ashland
(541 ) 488-6002
20 E MAIN STREET
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.: ADMINISTRATION
Contact: Ann Seltzer
Confirming? No
Internet Credit Card Transaction
Service for Eden Permits Module, Two
year pre-paid service fee $2795, See
fee schedule attached to contract for
additional information. (2-Year
Contract)
2,795.00
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
2 795.00
0.00
0.00
2,795.00
E 710.01.02.00.604100
2 795.00
#~.Y/AJ
A orized Sigr'lature
VENDOR COPY
CITY OF
ASHLAND
REQUISITION FORM
Date of Request:
1/21/05
THIS REQUEST IS A:
D Change Order( existing PO #
Required Date of Delivery/Service: I
Vendor Name:
Address:
City, State, Zip:
Phone:
Fax Number
Deliver Location
Verisign
487 E Middlefield Rd
Mountain View, CA 94043
1-650-426-3456
1-650-426-3202
Services Only
Description Total Cost
Internet Credit Card Transaction Service for Eden Permits
Module (2 year contract)
$2,795
Solicitation Process:
D Exempt D 3 Written Quotes
(copies attached)
~ Sole Source D Invitation to Bid
(copies on file)
D Request for
Proposal (copies on file)
D Less than
$5000
Project Number
Account Number 710 -01 -02 -00 - 604100
*Please attach the Original signed contract and Insurance certificate.
Materials Only
Item # Quantity Unit
Description
Unit Cost Total Cost
TOTAL COST OF
THE MATERIALS
Project Number
Account Number
- - -
-- -- -- ------
*Please attach the quotes.
Employee Signature: #2- SupervisorlDept. Head Signature:
NOTE: By signing this requisition form, I certify that the above request meets the City of Ashland Solicitation Process requirements a
when necessary.
G: Finance\Procedure\AP\Forms\Verisign_requisition
Updated on:07/15/02
