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Terms and Conditions

I. Equipment Options:

Equipment means the terminals, printers, readers, and accessories hardware necessary to operate Merchant’s chosen Jupiter Payments solution. Merchant may choose to provide its own Equipment, to purchase equipment from or through JUPITER PAYMENTS, to rent equipment or any combination of these options. This agreement provides the rules for any of these options, with the terms of Section II applying to all options. This Equipment Agreement is part of and shall be governed by the terms and conditions of the Agreement and is incorporated therein by reference.

a. Providing Your Own Equipment: Merchant may choose to purchase or lease Equipment from parties other than JUPITER PAYMENTS. In such case, JUPITER PAYMENTS makes no promise that Equipment acquired through third parties (“Third Party Equipment”) will work correctly with and for JUPITER PAYMENTS Software, Services and Equipment. Except as specifically stated in this Equipment Agreement, JUPITER PAYMENTS will not be responsible for any failure, speed, or adequacy of Third-Party Equipment, for performance of JUPITER PAYMENTS Software or Services on Third Party Equipment or for repair or replacement of any Third-Party Equipment except as specifically stated in this Equipment Agreement. JUPITER PAYMENTS may elect to support certain Third-Party Equipment in its sole discretion, and if it so elects JUPITER PAYMENTS will replace and repair Merchant’s Third-Party Equipment should the equipment become inoperative, in which event Merchant will receive replacement equipment and the repaired Third-Party Equipment will be placed in JUPITER PAYMENTS inventory. Merchant will be billed for all replacements and repairs of Merchant’s Third-Party Equipment. Returned Merchant Third Party Equipment that cannot be repaired will be replaced and billed as a new purchase. JUPITER PAYMENTS does not provide repair or replacement service for Third Party Equipment provided by third party Point of Sale (POS) System providers.

b. Purchasing Equipment from JUPITER PAYMENTS: Merchant may choose to buy some or all the necessary Equipment from or through JUPITER PAYMENTS. Such purchases must be properly noted on the Purchase Order (PO). Unless otherwise specifically described in the documentation provided with the Equipment, JUPITER PAYMENTS provides a one-year warranty beginning on the date of shipment on all JUPITER PAYMENTS manufactured Equipment (including its internal software) that such Equipment shall be free from faulty workmanship and defects in materials (“JUPITER PAYMENTS Hardware Warranty”). Equipment covered by the JUPITER PAYMENTS Hardware Warranty will be replaced at no cost to the Merchant during the applicable warranty period. However, Equipment sold to Merchant by or through JUPITER PAYMENTS and sent back to JUPITER PAYMENTS, but not covered under the JUPITER PAYMENTS Hardware Warranty (including, but not limited to, JUPITER PAYMENTS manufactured and sold equipment damaged by fire, lightning, water damage) will be replaced and billed to Merchant as a new purchase. After the warranty period, JUPITER PAYMENTS will replace such Equipment and repair damaged Equipment at Merchant’s expense. If Equipment is damaged by the negligence or the willful acts or omissions of Merchant, its employees, agents or customers during the applicable warranty period, Merchant will be charged for Equipment repairs or replacements. If Equipment purchased from JUPITER PAYMENTS is returned within sixty (60) days of purchase in Original Condition, JUPITER PAYMENTS will pro-rate the purchase price of the Equipment and refund the difference less a restocking fee of $100 for new Equipment and $50 for used repair/replacements. “Original Condition” means Equipment that has not been used to process transactions, other than to test the Equipment prior to deployment for general use. JUPITER PAYMENTS will not accept returned Equipment after 60 days of purchase or Equipment not in Original Condition. For both warrant and non-warranty replacements, JUPITER PAYMENTS, at their expense, will provide a shipping label to merchant to return the defective equipment. If defective equipment is not returned within ten (10) days, JUPITER PAYMENTS reserves the right to charge the full replacement value of said equipment.

c. Renting Equipment from JUPITER PAYMENTS (Freedom Cash Discount Program™): Merchant may choose to rent Equipment from JUPITER PAYMENTS or have equipment rented as part of the Freedom Cash Discount Program™. Merchant is liable for all rental payments due hereunder. Rental privileges shall last as long as Merchant continues to remit timely rental payments and complies with its agreements with JUPITER PAYMENTS. Rented Equipment is the personal property of JUPITER PAYMENTS and will not be deemed for any purpose to be fixtures. JUPITER PAYMENTS shall have the right to affix or attach to all rented Equipment a tag or label indicating its ownership of, or interest in, said Equipment. Merchant will not remove, or permit the removal of, any such tag or label. Merchant will not sell, lease, encumber, or otherwise dispose of any interest in, any rented Equipment and will keep it free of all liens, claims or encumbrances whatsoever. Rental Equipment is the sole property of JUPITER PAYMENTS and will be replaced at no expense to Merchant if the Equipment becomes inoperable through no fault of Merchant, its employees, agents, or customers. However, if damage of rental Equipment is due to the negligence or the willful acts or omissions of merchants, its employees, agents or customers, merchant will be charged for the replacement costs per the Equipment Price List. Merchant will indemnify JUPITER PAYMENTS against any loss or destruction of any Equipment for any cause whatsoever, excepting the negligence of JUPITER PAYMENTS. Merchant shall pay the monthly rental price indicated on the Purchase Order (PO). Rental fees will be collected monthly via an automatic ACH debit to Merchant’s Account and will be billed monthly including the last month in which merchant processes transactions or maintains possession of equipment, whichever is greater. If ACH rejects or cancels merchant will be charged an additional $20 NSF fee which will be added to the original monthly fee and the ACH will be presented one (1) more time by JUPITER PAYMENTS. If rejected twice (2), JUPITER PAYMENTS will reach out to agent and give them the option to absorb said monthly fees incurred (including NSF fees) or program can be terminated, and merchant can be sent to collections for any unpaid monthly fees agreed upon herein. All JUPITER PAYMENTS owned Equipment must be returned to JUPITER PAYMENTS at the expense of JUPITER PAYMENTS (call tag will be emailed to merchant and agent) and rental billing will continue until Equipment is received by JUPITER PAYMENTS. If rented Equipment malfunctions and JUPITER PAYMENTS issue a replacement for said Equipment, Merchant shall, within ten (10) days of receipt of the replacement equipment, ship the malfunctioning Equipment to JUPITER PAYMENTS at JUPITER PAYMENTS expense. If Merchant fails to so return the malfunctioning Equipment to JUPITER PAYMENTS, Merchant shall be liable for the full replacement value of said Equipment and for any legal cost incurred by JUPITER PAYMENTS in connection with recovery of the malfunctioning Equipment. Merchant’s DDA Account will be debited for all amounts due JUPITER PAYMENTS for unreturned Equipment. If merchant’s DDA account rejects the ACH, JUPITER PAYMENTS reserves the right to send the merchant to collections.

II. Universal Terms:

a. Installation and Training: JUPITER PAYMENTS will program equipment for Authorization and appropriate draft capture. JUPITER PAYMENTS will ship the Equipment at Merchant’s expense to Merchant’s designated business Location (“Location”) as set forth in the Merchant Application and Agreement. JUPITER PAYMENTS will provide Merchant with a reasonable number of Quick Reference Guides and/or User Guides, as applicable, to help Merchant install the Equipment. JUPITER PAYMENTS may amend the Quick Reference Guides and/or User Guides as applicable to the equipment functionality. Merchant agrees to comply with all applicable instructions as set forth in the Quick Reference Guides and/or User Guides when installing Equipment at the Location. JUPITER PAYMENTS shall provide additional training as JUPITER PAYMENTS may deem necessary or appropriate. When additional training is deemed to be necessary by JUPITER PAYMENTS, Merchant will cooperate with JUPITER PAYMENTS in scheduling its employees for training at mutually convenient times and in making its employees available at the time scheduled. Promptly after the completion of such training at any Location or immediately upon receipt of the Quick Reference Guides and/or User Guides when training is not deemed necessary by JUPITER PAYMENTS. JUPITER PAYMENTS shall commence providing the Services through the Equipment installed and connected at such Location, subject to the further terms and conditions of this Equipment Agreement. The obligations of JUPITER PAYMENTS under this Section II.A shall not apply to Third Party Equipment except for Third Party Equipment which JUPITER PAYMENTS in its sole discretion elects to support.

b. Software: All JUPITER PAYMENTS created software is licensed (not sold) to Merchant on a non-exclusive basis to use such software on the appropriate Equipment for Merchant’s internal purposes only in conjunction with JUPITER PAYMENTS services. JUPITER PAYMENTS created software is the sole and exclusive property of JUPITER PAYMENTS, including all applicable rights to patents, copyrights, trademarks, and trade secrets and shall be held in confidence by Merchant. Merchant will not remove any JUPITER PAYMENTS designation mark from any supplied material. Merchant agrees not to disassemble, decompile, reverse engineer, or otherwise reduce the software to perceptible form. Merchant may not rent, lease, sub-license or transfer the software. Merchant may not use JUPITER PAYMENTS software for any purpose or in any manner outside this license. JUPITER PAYMENTS warrants that software created by JUPITER PAYMENTS shall perform substantially in the manner set forth in the applicable Quick Reference Guide and/or User Guide (“JUPITER PAYMENTS Software Warranty”). Third party software is licensed or sub-licensed to Merchant under the terms, including without limitation the warranty terms, of the manufacturer’s license and of this Equipment Agreement. Software licensed on a subscription basis is warranted during the period the subscription is in full force and effect. Software licensed on a standalone basis that is not part of Equipment acquired from JUPITER PAYMENTS and for which a different warranty
period is not expressly provided for in the documentation accompanying such software is warranted for ninety (90) days beginning on the date of shipment or download. JUPITER PAYMENTS does not offer refunds on JUPITER PAYMENTS created software or software licensed or sublicensed by JUPITER PAYMENTS on behalf of a third party. Should JUPITER PAYMENTS determine during the applicable warranty period that the software created by JUPITER PAYMENTS does not operate as warranted, JUPITER PAYMENTS will, at its option, replace or repair the software. In the case of third-party software, the determination whether to replace or repair shall be made by the applicable third-party software licensor. Please contact your agent if issues arise relating to the installation of any software licensed or sublicensed to Merchant by or through JUPITER PAYMENTS. U.S. GOVERNMENT RESTRICTED RIGHTS. The software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.22719, as applicable. The manufacturer of JUPITER PAYMENTS software is CJV Holdings, LLC, 1001 N US HWY 1 #700, Jupiter, FL 33477. EXPORT RESTRICTIONS. Merchant acknowledges that the software acquired hereunder may include technical data subject to U.S. export control laws and regulations. Merchant confirms that it will not export or re-export the software, directly or indirectly, either to: i. any countries that are subject to U.S. export restrictions, ii. any end user who Merchant knows or has reason to know will utilize them in the design, development, or production of nuclear, chemical or biological weapons; or iii. any end user who has been prohibited from participating in the U.S.A. export Transactions by any federal agency of the U.S.A. government.

c. Additional Warranties and Limitations: JUPITER PAYMENTS MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY STATED HEREIN. JUPITER PAYMENTS SPECIFICALLY DISCLAIMS WARRANTIES AS TO THE MERCHANTABILITY, CONDITION, DESIGN, OR COMPLIANCE WITH SPECIFICATIONS OR STANDARDS, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OF ANY EQUIPMENT, SOFTWARE OR SERVICE, OR NONINFRINGEMENT OF THIRDPARTY RIGHTS, WITH RESPECT TO ANY EQUIPMENT, SOFTWARE OR SERVICE. JUPITER PAYMENTS DOES NOT WARRANT THAT THE EQUIPMENT, SERVICE OR SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ON AN ERROR- FREE BASIS, AND EXCEPT AS OTHERWISE PROVIDED IN THE EXPRESS WARRANTIES MADE BY JUPITER PAYMENTS IN THIS EQUIPMENT AGREEMENT THE EQUIPMENT AND SOFTWARE ARE PROVIDED “AS IS”. JUPITER PAYMENTS SHALL HAVE NO LIABILITY TO MERCHANT FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUES AND BUSINESS OPPORTUNITIES, OR DAMAGES FOR INJURY TO PERSON OR PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE BY MERCHANT OF ANY EQUIPMENT OR SERVICE. JUPITER PAYMENTS’ sole obligation with respect to a warranty claim received by JUPITER PAYMENTS during the applicable warranty period shall be to replace any malfunctioning Equipment or JUPITER PAYMENTS software under warranty, provided however, that Merchant has first utilized JUPITER PAYMENTS’ telephone assistance services and such assistance has not resolved the Equipment or Software problem. Equipment returned to JUPITER PAYMENTS as a Repair / Replacement must be in repairable order. Product warranties are not available for used Pinpad or Pinpad swaps. In addition, any Pinpad swap must be of like equipment. JUPITER PAYMENTS will provide, or cause to be provided, telephone assistance in response to telephone inquiries, twenty-four (24) hours a day, seven (7) days a week, including holidays. These hours may be changed at any time, at JUPITER PAYMENTS’ sole discretion. Authorization Services typically will be available through installed or connected equipment continuously twenty-four (24) hours a day, seven (7) days a week, except that Services may be interrupted for usually no more than thirty (30) minutes in the aggregate between the hours of 12 midnight and 8 a.m. (CST) for the purpose of system maintenance. Provision of the Services may also be interrupted for reasons beyond the control of JUPITER PAYMENTS, or any independent contractor utilized by JUPITER PAYMENTS in providing Services. Any extended warranty programs which may be offered by JUPITER PAYMENTS with respect to Equipment or software, if any, shall be governed by the terms and conditions applicable to such extended warranty programs.

d. Third Party Payment Services: Use of third-party payment services is subject to the terms and conditions imposed by the third-party service providers sponsoring or otherwise supporting such services (“Third Party Services Terms and Conditions”). Merchant agrees to comply with all applicable Third-Party Services Terms and Conditions and should refer to the website of the applicable service provider and other documents provided by such service provider from time to time for the current terms and conditions. Any breach by Merchant of any Third-Party Services Terms and Conditions in connection with any Transaction or other matter that is subject to the terms and conditions of the Agreement may be deemed by JUPITER PAYMENTS to be a breach of this Equipment Agreement and the Agreement and Merchant agrees that the indemnification provisions under Section 9 of the Agreement shall apply to any such breach of the Third-Party Services Terms and Conditions and/or the Agreement.