D-4 ELAVON SCHEDULE E - SAFE-T LINK SAFE-T SOLO.pdf

Elavon – Master Services Agreement – Schedule E (Safe-T Terms) (v.7.23.19)

SCHEDULE E

SAFE-T TERMS

This Schedule E sets out additional terms (and modifications to terms in the General Terms and Conditions) that are applicable if Company is receiving Safe-T Services. Safe-T Services apply to card-present Transactions (the processing environment where the Payment Device is physically presented to the Company by the Cardholder as the form of payment at the time of Transaction), and mail order/telephone order Transactions (only when information is hand-keyed into the POS Device). Safe-T Services do not apply for electronic commerce Transactions.

Schedule E consists of this cover page, the Safe-T Terms and Conditions, and each other applicable Exhibit as indicated below:

Exhibit A (Fees)

Safe-T Services (check desired options):

Safe-T Solo, Elavon’s non-integrated security solution (if this box is checked, only the Safe-T Terms and Conditions and Exhibit A will apply to Company in connection with this Schedule E.)

Safe-T Link, Elavon’s semi-integrated security solution (if this box is checked, in addition to the Safe-T Terms and Conditions and Exhibit A, Exhibit B (Encryption Services License)(if there is an encryption application in Company’s chosen solution) and Exhibit D (Simplify License) will apply to Company)

Safe-T Link with P2PE Protect (if this box is checked, in addition to the Safe-T Terms and Conditions and Exhibit A, Exhibit D (Simplify License) will apply to Company. In addition, Company will comply with all the terms of the Point-to- Point Encryption Product Implementation Manual, a copy of which is available on www.mypaymentsinsider.com and www.merchantconnect.com.)

Equipment (check one of the following options):

Company will use only POS Devices and related equipment purchased from Elavon on or after the effective date of this Schedule (if this box is checked, Exhibit C will apply to Company in connection with this Schedule E.)

Company will use only POS Devices and related equipment purchased from a third party, or purchased from Elavon prior to the effective date of this Schedule (if this box is checked Exhibit F will apply and Company and Elavon must enter into an associated Statement of Work.)

Company will use both POS Devices and related equipment purchased from Elavon on or after the effective date of this Schedule and POS Devices and related equipment provided by third parties (or purchased from Elavon prior to the effective date of this Schedule) (if this box is checked, Exhibits C and F will apply and Company and Elavon must enter into an associated Statement of Work.)

Service Web Site (check if applicable):

Service Web Site Terms and Conditions (if Company is receiving Gateway Services from Elavon, Company will receive access to the Service Web Site under the applicable terms set forth in the Operating Guide and not under the terms of Exhibit E to this Schedule E. If Company is receiving Processing Services, but not Gateway Services, from Elavon and Company elects to receive the Service Web Site from Elavon, then this box should be checked and Exhibit E under this Schedule E, rather than the applicable terms of the Operating Guide, will apply to Company’s receipt of the Service Web Site.)

Professional Services:

If Company will receive professional services pursuant to this Schedule E, check the box below.

Professional Services Terms (if this box is checked, Exhibit F and an associated Statement of Work will apply to Company in connection with this Schedule E.)

http://www.mypaymentsinsider.com/ http://www.merchantconnect.com/

SAFE-T TERMS AND CONDITIONS

1. FEES. Company will pay Elavon the fees set forth on Exhibit A to this Schedule E (the “Safe-T Services Fees”).

2. DESCRIPTION OF SAFE-T SERVICES. Subject to the terms and conditions of this Schedule E and the Agreement, Elavon will provide Company the following Safe-T Services:

(a) ENCRYPTION SERVICES, which will consist of decryption of full primary Credit Card or Debit Card account numbers (“PANs”) properly encrypted by Company using Elavon-approved software and Equipment and Elavon-injected encryption keys, all in accordance with the terms and conditions of this Schedule E and the Agreement (such services, the “Encryption Services”). Transactions submitted via the Application (as defined in Exhibit B) or POS Device with Elavon-approved software will not be transmitted by the POS Device to Elavon if the Application or POS Device, as applicable, fails to encrypt the PANs.

(b) TOKENIZATION SERVICES, which will consist of a tokenization feature pursuant to which Elavon will provide Company with randomized surrogate identifiers (each, a “Token”) in substitution for PANs (such services, the “Tokenization Services”). More specifically, when Company transmits to Elavon a PAN associated with a Transaction, Elavon will:

(i) generate a Token;

(ii) associate the Token with the PAN; and

(iii) send the Token, instead of the PAN, back to Company in the Transaction authorization response message.

Company may submit the Token, rather than the associated PAN to Elavon to process additional Transactions to the Credit Card or Debit Card associated with such Token across all Company locations. The PAN associated with each Token generated by Elavon can be retrieved by Elavon, on Company’s written request, until the date that is three years after the expiration or termination of the Agreement (the “Token Validity Period”), provided that the retrieval of PANs after the expiration or termination of the Agreement will be subject to additional terms and conditions and at an additional cost to Company. Company acknowledges that the Tokens will be formatted in Elavon’s reasonable discretion and may not be compatible with other Company Resources.

3. COMPANY RESPONSIBILITIES.

(a) Company will cause the appropriate Equipment, including POS Devices and any Equipment provided by or on behalf of Elavon from time to time, to be readily available for use at all Company locations that are the recipients or users of the Safe-T Services. For purposes of this Schedule E, the term “POS Device” refers only to payment terminals and does not refer to any other point-of-sale devices or software.

(b) Company acknowledges that Elavon does not store Credit Card or Debit Card expiration dates.

In order to use a Token to process a Transaction, Company must provide the Token (in lieu of a PAN) together with the expiration date for the original Credit Card or Debit Card.

(c) For Safe-T Solo, Company must cooperate with Elavon to promptly take any action necessary to enable the Safe-T Services on Company’s Equipment, including promptly downloading, installing and implementing any software or updates thereto in accordance with Elavon’s instructions.

4. DE-TOKENIZATION. For Safe-T Link, Company may request a reversal of the Tokenization process as follows:

(a) To reverse the Tokenization process on an individual Token basis, Company may access an Elavon web portal and, with appropriate authentication credentials, retrieve the PAN associated with any Token.

(b) To reverse the Tokenization process on a bulk basis (i.e., in excess of 100 Tokens at a time), an officer of Company must make a request in writing to Elavon and provide Elavon with the Tokens for which Company wishes to reverse the Tokenization process. Elavon will provide Company’s requesting officer with an encrypted file containing the PANs associated with such Tokens within 30 days of receiving the request.

Company acknowledges and agrees that additional terms and conditions may apply to reversal of Tokenization on a bulk basis.

5. P2PE PROTECT. For Safe-T Link with P2PE Protect, Elavon will maintain the solution’s P2PE validation status, will update the Point to Point Product Encryption Manual with any necessary additions for Company to maintain compliance, and will maintain applicable Equipment in Elavon’s or its service provider’s possession (and deploy such equipment) in accordance with PCI P2PE guidelines.

6. SAFE-T REIMBURSEMENT. If Company suffers unauthorized third party access to personal information of individuals (which personal information must include the individual’s unencrypted PAN) as a result of the failure of the Safe-T Services to perform in accordance with this Schedule E, Elavon will reimburse Company (on a Company-wide, not a per-MID basis) for (a) Company’s documented costs incurred for a forensic investigation conducted in accordance with subsection (ii) to identify the source of the Data Incident, and (b) any fines and assessments levied or collected by a Payment Network in connection with a Data Incident, up to an aggregate amount not to exceed $50,000 (if Company uses Safe- T Link) or $250,000 (if Company uses Safe-T Solo) (the “Safe-T Reimbursement”). For Level 4 companies, the Safe-T Reimbursement will be in lieu of (and not in addition to) any reimbursement allowed under Elavon’s PCI Compliance Program. In order to be eligible to receive the Safe-T Reimbursement, Company must certify to Elavon in writing that:

(i) Company was, at the time of the unauthorized access, in full compliance with the requirements applicable to the Safe-T Services under this Schedule E;

(ii) such unauthorized third party access due to the failure of the Safe-T Services has been confirmed through a forensic investigation conducted by an independent third party auditor reasonably acceptable to Elavon; and

(iii) Company did not, at the time of the unauthorized access, possess or store (directly or indirectly, including through any third party service provider) any PANs or other information subject to the requirements of the Payment Card Industry Data Security Standards Council in any form other than in the form of Tokens in compliance with the Tokenization Services.

Any Safe-T Reimbursement paid to Company hereunder will not be applied toward the overall aggregate liability cap set forth in Section 14.2 of the General Terms and Conditions or toward the liability cap for Elavon Data Breach Losses set forth in Section

14.3 of the General Terms and Conditions.

EXHIBIT A TO SCHEDULE E

Fees

[Note: Elavon sales to contact pricing team for custom pricing schedule for Safe-T]

Fees are set forth on Schedule A to Agreement

Fees are separately provided under this Schedule E (Attachment follows)

EXHIBIT B TO SCHEDULE E

Encryption Services License Terms and Conditions

If Company elects Safe-T Link (as indicated on the cover page of this Schedule E), then, unless Company chooses the On- Guard 3DES encryption solution, this Exhibit B will be a part of this Schedule E, and Company will receive an encryption terminal application for encryption of card data (the “Application”) from Elavon.

General Terms and Conditions

1. Sublicense. Subject to the terms and conditions of the Agreement and this Schedule E (including, without limitation, this Exhibit B), and the payment of all applicable fees, Elavon hereby grants to Company a limited, personal, non-exclusive, revocable, non-sublicensable (except as provided herein), and non-transferable sublicense for the Term to use the Application as installed on Company’s POS Devices solely to encrypt PANs processed using such POS Devices.

Company may sublicense the foregoing license to its Affiliated Entities, provided that Company will be responsible for the acts and omissions of such Affiliated Entities as if the same were performed by Company.

2. Restrictions. Except as set forth above, Company will have no right to copy, market, distribute (electronically or otherwise), sell, assign (except as permitted under Section 18.5 of the General Terms and Conditions), pledge, lease, deliver, license, sublicense (except as provided herein), outsource, rent or otherwise transfer the Application to any third party or use the Application for service bureau, time-sharing, or other third-party use or to provide hosting or to market by interactive cable or remote processing services to a third party. Company will not make or permit the making of any modifications, additions or enhancements to the Application. Company will not reverse engineer, decompile, disassemble, translate, modify, alter or create any derivative works based upon, or change, the Application, or any part thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Application, or part thereof, without the prior written consent of Elavon and its licensor. Company agrees not to use the Application except as expressly licensed hereunder. Company may not sell or transfer any POS Devices on which any Application or encryption keys are installed to any party unless Company has first provided Elavon with prior written notice and (i) removed the Application and encryption keys from the POS Devices and (ii) destroyed the encryption keys in a manner compliant with then-current PCI-DSS requirements. Elavon and its designated agent may monitor and audit Company’s use of the Application for purposes of verifying compliance with this Schedule E, including this Exhibit B.

3. New Releases. From time to time, Elavon may provide updates, modifications, or new versions of the Application (each, an “Application Release”), provided that Company complies with the terms set forth in this Schedule E, including this Exhibit B. If Company is utilizing an Application licensed from Voltage Security, Inc., Elavon will automatically provision each such Application Release to the Company’s POS Devices (an “Automatic Release”). If Company is utilizing an Application licensed from Verifone, Inc., Elavon will provide such Application Releases to Company for installation by Company, in which case Company must ensure that Application Releases are installed and implemented within 14 days of becoming available to Company (a “Manual Release”), provided, however, that Elavon reserves the right to implement Automatic Releases upon notice to Company. Elavon will not be responsible for any updates, upgrades or changes to Company’s computer systems that may be necessary in conjunction with delivery, installation or use of any new Application Release.

4. Reservation of Rights. Company acknowledges and accepts that, as between the parties: (i) all right, title and interest in and to the Application and all Intellectual Property Rights associated with and in the Application will at all times remain vested in Elavon and its supplier/licensors; and (ii) Company will acquire no rights, express or implied, in the Application, other than the limited sublicense granted herein. Company will not remove from the Application, or alter, any trademarks, trade names, logos, patent or copyright notices, proprietary notices, titles, legends or other notices or markings contained therein, or add any notices or markings to the Application, without the express written consent of Elavon and its licensor.

The confidentiality obligations of Company under the Agreement apply to the Application licensed hereunder and Company will limit access to the Application to only those employees and contractors of Company with a need to access the Application to perform its services.

5. Termination. The license rights granted herein to the Application will immediately cease if (i) Company sells or otherwise transfers a POS Device containing the Application to any other unaffiliated party; (ii) Company is no longer deemed an active customer using the Application to encrypt PANs processed by Elavon; or (iii) Elavon is no longer authorized by its licensor to continue to use or sublicense the Application. Upon the occurrence of one or more of the events specified in the preceding sentence, Company will discontinue any and all use of the Application and delete all copies of the Application on the POS Devices or otherwise within the control of Company. If Company’s license rights to the Application cease under clause (iii) above, Elavon may, in its discretion and at its expense, (a) make available to Company at no additional expense an alternative solution that contains materially equivalent functionality as the Application and does not degrade the performance or quality of the Safe-T Services, or (b) if Elavon is unable to accomplish the foregoing remedy after using commercially reasonable efforts, discontinue providing the Safe-T Services and reimburse to Company a portion of the fees paid by Company based on a three-year straight line depreciation basis for any Purchased Equipment that Company is unable to use with an alternative third party provider and that Company returns to Elavon. Further, upon the discontinuance of the Safe-T Services by Elavon under clause (b) of the preceding sentence, Company will have the termination rights in Section 7 of the General Terms and Conditions.

6. U.S. Government Restricted Rights. If the Application is accessed or used by any agency or other part of the U.S.

Government, the U.S. Government acknowledges that (i) the Application and accompanying materials constitute “commercial computer software” and “commercial computer software documentation” under paragraphs 252.227.14 and

252.227.7202 of the DoD Supplement to the Federal Acquisition Regulations (“DFARS”) or any successor regulations, and the Government is acquiring only the usage rights specifically granted in the Agreement; and (ii) the Application constitutes “restricted computer software” under paragraph 52.227 19 of the Federal Acquisition Regulations (“FAR”) or any successor regulations and the government’s usage rights are defined in the Agreement and the FAR.

7. Fees and Payment. Company will pay Elavon the fees set forth on Exhibit A to this Schedule E for the sublicense to the Application granted to Company hereunder (the “Encryption Terminal Application License Fees”) and for the services provided by Elavon with respect to encryption key injection (the “Encryption Terminal Application Load and Key Injection Fees”). The Encryption Terminal Application License Fees and Encryption Terminal Application Load and Key Injection Fees will each be assessed per POS Device and will be due and payable upon the date of execution of the Agreement.

Special Terms Applicable to Applications Sublicensed from Verifone, Inc.

If Company has received a sublicense to an Application provided by Verifone, Inc., the following additional terms and conditions will apply:

A. Territory. Notwithstanding anything in this Schedule E or elsewhere in the Agreement to the contrary, Company may use the Application solely as installed on Company’s POS Devices located in the U.S.

B. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THE AGREEMENT, INCLUDING THIS

SCHEDULE E, TO THE CONTRARY, IN NO EVENT WILL ELAVON’S LICENSORS, SUPPLIERS, OR

AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL

DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR

SERVICES, LOSS OF USE OR DATA, LOST PROFITS OR BUSINESS INTERRUPTION) BY OR ON BEHALF

OF COMPANY OR ANY CLAIMS BY ANY THIRD PARTIES, HOWEVER CAUSED AND ON ANY THEORY

OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE PROVISION OR USE OF THE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN SECTION 13

OF THE GENERAL TERMS AND CONDITIONS TO THE CONTRARY, IN NO EVENT WILL ELAVON’S

LICENSORS, SUPPLIERS, OR AGENTS HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY

COMPANY FOR ANY CLAIMS ARISING IN ANY WAY OUT OF THE PROVISION OR USE OF THE

APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Special Terms Applicable to Applications Sublicensed from Voltage Security, Inc.

If Company has received a sublicense to an Application provided by Voltage Security, Inc., the following additional terms and conditions will apply:

A. Territory. Company may use the Application solely as installed on Company’s POS Devices located in the U.S., and if the Agreement includes Schedule F, in Canada.

B. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THE AGREEMENT, INCLUDING THIS

SCHEDULE E, TO THE CONTRARY, IN NO EVENT WILL ELAVON’S LICENSORS, SUPPLIERS OR

AGENTS BE LIABLE FOR ANY DIRECT DAMAGES, NOR WILL ELAVON’S LICENSORS, SUPPLIERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL

DAMAGES (IN EACH CASE, INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE

GOODS OR SERVICES, LOSS OF USE OR DATA, LOST PROFITS OR BUSINESS INTERRUPTION) BY OR

ON BEHALF OF COMPANY OR ANY CLAIMS BY ANY THIRD PARTIES, HOWEVER CAUSED AND ON

ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING

NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE PROVISION OR USE OF THE

APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING

ANYTHING IN SECTION 13 OF THE GENERAL TERMS AND CONDITIONS TO THE CONTRARY, IN NO EVENT WILL ELAVON’S LICENSORS, SUPPLIERS, OR AGENTS HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY COMPANY FOR ANY CLAIMS ARISING IN ANY WAY OUT OF THE PROVISION OR USE

OF THE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

C. Third Party Beneficiary. Voltage Security, Inc. is a designated third party beneficiary under this Exhibit B with the right to enforce all terms related to the Application under this Exhibit B directly against Company. Governing law for any claim brought by the designated third party beneficiary will be the law of the jurisdiction within the U.S. in which the claim is brought; provided, that if Company is a government entity or institution, governing law for any such claim will be that set forth in Schedule H to the Agreement.

EXHIBIT C TO SCHEDULE E

Equipment Schedule

If Company elects to purchase Equipment from Elavon in connection with Safe-T Link, this Exhibit C will be a part of this Schedule E.

1. Equipment and Pricing.

a) Purchased Equipment. Company has elected to purchase the Purchased Equipment set forth in Exhibit A to this Schedule E from Elavon. The fees payable by Company for the Purchased Equipment are set forth on Exhibit A to this Schedule E.

b) Shipping. The fees payable by Company for shipment of the Purchased Equipment to the location or locations designated by Company are set forth in Exhibit A to this Schedule E; provided, however, if the shipping fees are not set forth in Exhibit A to this Schedule E, then all actual costs and expenses of shipping will be paid by Company.

Provided that the Purchased Equipment is shipped using Elavon’s freight account, Elavon will bear the risk of loss of such Purchased Equipment until the time of delivery to Company; if the Company directs Elavon to use any other shipping method, Company expressly acknowledges and agrees that all risk of loss for the Purchased Equipment will pass to Company when the Purchased Equipment is tendered by Elavon or on Elavon’s behalf to the carrier for shipment to Company.

2. Terminal Software and Encryption Keys. Elavon will install the encryption keys and any applicable licensed software onto Company’s POS Devices as specified in Exhibit A to this Schedule E prior to delivery of such POS Devices to Company, and Company will pay the applicable fees detailed in Exhibit A to this Schedule E for any encryption keys or licensed software that Company has elected to receive.

3. Warranty Terms.

Elavon’s limited warranty with respect to POS Devices is set forth in the Equipment chapter of the Operating Guide.

If Company has selected additional warranty options for POS Devices purchased from Elavon, as indicated on Exhibit A to this Schedule E, the following terms will apply, as applicable, limited only to such POS Devices purchased from Elavon (and specifically excluding any other peripheral equipment purchased from Elavon and all equipment purchased from a third party):

Premium Advanced Exchange Program:

The Premium Advanced Exchange Program provides the following services during the applicable warranty period, which will commence on the date of shipment of the POS Device to Company:

i. If a POS Device requires service, on Company’s request, Elavon will ship a like-model, refurbished POS Device to Company for delivery the next business day (provided Company’s request is received prior to 6 p.m. Eastern time) at no additional cost to Company. The refurbished POS Device will be configured and tested prior to shipment to Company.

ii. Company will be provided with a call tag to enable Elavon to retrieve or cause the retrieval of Company’s POS Device requiring service. Company must use the call tag promptly upon receipt. If Elavon does not receive the POS Device requiring service within 30 days of the issuance of the call tag, Company may be charged the cost of a new replacement POS Device.

iii. Elavon will retrieve or cause the retrieval of the POS Device requiring service at no additional cost to Company.

iv. Elavon will bill Company, and Company will be responsible for paying Elavon, for the costs of repairing POS

Devices retrieved by Elavon unless such repairs are covered by the OEM warranty.

With regard to the Premium Advanced Exchange Program: (a) Company must initiate the exchange process with Elavon, and (b) Elavon will bear the risk of loss of the refurbished POS Device sent to Company and the POS Device requiring service while such POS Devices are in the possession of Elavon or its freight carrier, and Company will bear the risk of loss at all other times.

Premium Repair Warranty Program:

The Premium Repair Warranty Program provides the following services during the warranty period, which will commence on the date of shipment of the POS Device to Company:

i. All repair fees, service, and parts related to any repair of the POS Device, other than with respect to repairs attributable to misuse or abuse of the POS Device or cosmetic damage not affecting the performance of the POS Device.

ii. Cleaning and testing of repaired POS Devices.

With regard to the Premium Repair Warranty Program: (a) Company must obtain an RMA Number from Elavon in order to initiate the warranty process, and (b) Elavon will bear the risk of loss of the repaired POS Device while such POS Device is in the possession of Elavon or its freight carrier, and Company will bear the risk of loss at all other times.

For the avoidance of doubt, any and all warranties provided under this Schedule E, including this Exhibit C, will not extend to any equipment, software or hardware purchased from any third party.

4. Miscellaneous Terms/Disclaimer. This Exhibit C is supplemental to and forms a part of this Schedule E, the terms of which are fully applicable hereto.

IN THE EVENT OF ANY DEFECT, MALFUNCTION, ERROR, OR DAMAGE TO ANY PURCHASED EQUIPMENT

PROVIDED HEREUNDER, ELAVON’S SOLE OBLIGATION WILL BE THE PROVISION OF WARRANTY

SERVICE PURSUANT TO THE WARRANTY OPTION (IF ANY) SELECTED BY COMPANY ON EXHIBIT A TO

THIS SCHEDULE E, AND COMPANY’S SOLE REMEDIES WITH RESPECT TO ELAVON WILL BE THE

RECEIPT OF WARRANTY SERVICE FROM ELAVON OR ITS DESIGNEE PURSUANT TO SUCH WARRANTY

OPTION OR UNDER THE MANUFACTURER’S WARRANTY. ELAVON WILL HAVE NO LIABILITY TO

COMPANY FOR COSTS, LOSSES, OR DAMAGES OF ANY KIND OR NATURE, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE, WITH RESPECT TO ANY SUCH DEFECT, MALFUNCTION, ERROR, OR

DAMAGE.

EXHIBIT D TO SCHEDULE E

Simplify and Bridge Software License

If Company elects Safe-T Link, this Exhibit D will be a part of this Schedule E.

Section A – Terms and Conditions

1. Definitions. Capitalized terms used in this Exhibit D (the “Simplify License”) and not otherwise defined herein will have the meanings ascribed to them in the glossary set forth in Section B of this Simplify License or, if not defined in such glossary, as defined in the Agreement.

2. License Grant and Permitted Use.

a) Elavon hereby grants to Company a limited, personal, non-exclusive, non-sublicensable (except as specifically set forth herein), and non-assignable (except as permitted under Section 18.5 of the General Terms and Conditions) license in the U.S. and, if the Agreement includes Schedule F, in Canada, during the Term to use and allow Authorized Users to use the Simplify Software as installed on Company’s POS Devices owned or otherwise controlled by Company and to install, use, and allow Authorized Users to use any subsequent Releases of such Simplify Software provided to Company from time to time, solely for Company’s internal business purposes to process data in accordance with the Documentation. This Simplify License permits Company to use the Simplify Software only on the total number of POS Devices set forth in Exhibit A to this Schedule E. Company is not permitted to use the Simplify Software to service any other POS Devices unless permitted by Elavon in writing.

Company is not authorized to make copies of the Simplify Software.

b) Elavon hereby grants to Company a limited, personal, non-exclusive, non-sublicensable (except as specifically set forth herein) and non-assignable (except as permitted under Section 18.5 of the General Terms and Conditions) license during the Term to use and to allow Authorized Users to use the Documentation solely in connection with access to and use of the Simplify Software pursuant to this Simplify License. Company will have the right to make a reasonable number of copies of the Documentation, at no additional charge, solely for Company’s own internal business purposes in connection with access to and use of the Simplify Software under this Simplify License;

provided, however, that all proprietary markings of Elavon must be affixed and retained by Company on any such copies.

c) Except as provided in this Simplify License, Company will not: (i) copy, re-sell, reproduce, transfer, rent, lease, pledge, sublicense, distribute or republish in any form or by any means or allow another to use or access the Licensed Materials, or any portion thereof, including, without limitation, to provide outsourcing, service bureau, hosting services or training to third parties; (ii) alter, modify or otherwise prepare derivative works of the Licensed Materials;

(iii) reverse engineer, disassemble or decompile the Simplify Software, or any part thereof; (iv) remove, change or obliterate the copyright, trade secret or other proprietary protection legends or notices which appear on or in the Licensed Materials; or (v) combine any Licensed Materials with any unauthorized third party software. Company will not access or use, and it will not permit any Authorized Users to access or use, the Licensed Materials or proprietary materials disclosed to Company for the purpose of creating, in whole or in part, a system that is functionally competitive with the Simplify Software. Company will promptly notify Elavon of and will otherwise cooperate with Elavon in preventing any unauthorized access to, use of, or copying of, the Licensed Materials by Authorized Users or any other third party.

d) Company may sublicense the foregoing license to its Affiliated Entities, provided that Company will be responsible for the acts and omissions of such Affiliated Entities as if the same were performed by Company.

e) All rights not expressly granted to Company under this Simplify License are reserved by Elavon.

3. Delivery and Installation.

a) All installation of the Simplify Software, other than installation of Releases (as described below) must be conducted by or at the direction of Elavon. If Company purchases POS Devices from Elavon in conjunction with or subsequent to the Agreement Effective Date, the Simplify Software will be installed on such terminals prior to shipment to Company. If Company requests installation of the Simplify Software on POS Devices purchased prior to the Agreement Effective Date or not obtained from Elavon, Elavon and Company must enter into a Statement of Work or other agreement governing the delivery of such terminals to Elavon or Elavon’s designee for installation of the Simplify Software.

b) Delivery of the Simplify Software by Elavon will be deemed to have occurred when a POS Device with the Simplify Software installed is tendered by Elavon or on Elavon’s behalf to a carrier for shipment to Company. Elavon will deliver one copy of the Documentation to Company in a format determined by Elavon.

4. Limited Warranties; Disclaimers.

a) Elavon warrants as follows:

i) During the Warranty Period, the Simplify Software will include the functionality described in and will perform substantially in accordance with the Documentation in all material respects, provided that the Simplify Software is used in accordance with the terms of this Simplify License and the Documentation. If the Simplify Software does not perform as warranted during the Warranty Period and Elavon is unable to remedy such nonconformity within a reasonable time after receiving written notice thereof, Elavon will, as Company’s sole and exclusive remedy, refund to Company the fees paid hereunder for the Licensed Materials, upon the return of the Licensed Materials by Company.

ii) Elavon will use commercially reasonable measures to screen the Simplify Software to avoid introducing any computer virus that is designed (A) to permit unauthorized access or use by third parties to the Simplify Software,

(B) to damage, erase or delay access to the Simplify Software, or (C) to perform any other similar actions.

Elavon will not insert any code or other device into any Simplify Software that would have the effect of disabling, damaging, erasing, delaying or otherwise shutting down all or any portion of the Simplify Software.

iii) The Simplify Software Support Services (as defined below) will be performed in a professional and workmanlike manner. Elavon will have and maintain sufficient resources to perform the Simplify Software Support Services in accordance with this Simplify License.

b) Limitations. Elavon’s obligations under Section 4(a) of this Simplify License will not apply: (i) to any modifications, alterations or customizations developed by or on behalf of Company; (ii) if the Licensed Materials are not used on the equipment specified or in accordance with the Documentation; (iii) if the Licensed Materials have been installed, implemented, customized, modified, enhanced or altered by any third party (except any third party used by Elavon to provide services under this Simplify License); (iv) if Company is not using the most recent Release of the Licensed Materials; or (v) to any error or defect caused by Company, an Authorized User or any third party (except any third party used by Elavon to provide services under this Simplify License) or third party software.

5. Simplify Software Support Services; Releases.

a) Simplify Software Support Services. Subject to Company’s payment of the Simplify Software Support Services Fees, Elavon will provide Company with the following support services (the “Simplify Software Support Services”):

i) Providing Company with solutions to any known material problem relating to each installation of the Simplify Software in a timely manner as such solutions become known to Elavon;

ii) Using commercially reasonable efforts to supply timely corrections for problems reported to Elavon by Company that Elavon can reproduce in a currently supported version of the Simplify Software;

iii) Furnishing a reasonable level of telephone support, as determined by Elavon, in the form of counsel and advice on use and maintenance of the Simplify Software; and

iv) Providing Company with new Releases of the Simplify Software as provided herein.

b) Simplify Software Support Services Fees. Company will pay the fees for the Simplify Software Support Services set forth on Exhibit A to this Schedule E (the “Simplify Software Support Services Fees”). Company understands and agrees that Simplify Software Support Services Fees will not include fees for Professional Services, if any, associated with delivery and installation of any new Release of Simplify Software or modification of the then-current Major Release of Simplify Software then in use by Company, which will be set forth in a Statement of Work or otherwise agreed in writing by Company and Elavon.

c) New Releases. Company will be entitled to receive all new Releases of the Simplify Software, including Major Releases, provided that Company complies with the terms set forth in this Simplify License, including, without limitation, the payment of all Simplify Software Support Services Fees in full when due. Elavon will provide new Releases of the Simplify Software to Company in a manner consistent with the provision of new Application Releases. Elavon will not be responsible for any updates, upgrades or changes to Company’s computer systems that may be necessary in conjunction with delivery, installation or use of any new Release of the Simplify Software.

d) Supported Releases. Elavon will provide Simplify Software Support Services to Company only for (i) the then-current Release of the Simplify Software, if Company licenses an Application from Voltage Security, Inc., or (ii) the then-current Release and, for no more than 14 days following the delivery of the then-current Release, the immediately prior Release of the Simplify Software, if Company licenses an Application from Verifone, Inc.

(collectively, a “Supported Release”); provided that Company complies with the terms and conditions of this Simplify License and the Documentation, including, without limitation, payment obligations.

e) Unsupported Releases. If Company uses any Release other than a Supported Release (an “Unsupported Release”), except for providing telephone support under Section 5(a)(iii) above for the Unsupported Release, Elavon will have no obligation to provide any other Simplify Software Support Services for such Unsupported Release; provided, that Company will not thereby be relieved of its obligation to pay the Simplify Software Support Services Fees. Elavon, in its sole discretion, may elect to provide Simplify Software Support Services for Unsupported Releases at an additional charge to be mutually determined by the parties in writing, but Elavon will have no obligation to do so. Whether or not Elavon elects to provide Simplify Software Support Services for an Unsupported Release, Elavon will have no responsibility or liability for the compliance or non-compliance of any such Unsupported Release with industry standards, Laws or Payment Network Regulations.

6. Responsibilities of Company.

a) Company Data. Company acknowledges the Simplify Software does not verify accuracy of information or format of any data or information input by Company.

b) Company Telecommunications. Company will be responsible for ensuring that its telecommunications connectivity, and any such connectivity provided by any third party on behalf of Company, is properly certified and maintained and complies with applicable industry rules and regulations, including Payment Network Regulations.

c) Company Systems and Equipment. Company will be responsible for ensuring that the systems and equipment, including, without limitation, any POS Devices and any systems or equipment of third-party vendors used by Company, remain certified and compatible with the most recent Release of the Simplify Software. Elavon will not be responsible for any updates, upgrades, or changes to Company’s systems or equipment, including, without limitation, the POS Device or any third-party systems or equipment, that may be necessary in conjunction with delivery, installation or use of the Simplify Software. Failure of the Company’s systems or equipment, including, without limitation, the POS Device, or any third-party systems, to remain certified or to be compatible and function with a Supported Release of the Simplify Software as regulated and/or required will excuse Elavon from any and all liability under this Simplify License and in connection with any other services that Elavon may be providing to Company for the failure of the Simplify Software to perform in accordance with the Documentation. If Company has obtained Purchased Equipment from Elavon, Elavon will ensure that each new Release of the Simplify Software is compatible with the Purchased Equipment until the end-of-life date established by the terminal manufacturer for such Purchased Equipment. If any Purchased Equipment reaches its end-of-life date and Company has obtained replacement POS Devices that are compatible with the Simplify Software, Company and Elavon may enter into a Statement of Work providing for the installation of the Simplify Software on such replacement terminals. Company will not be obligated to pay a new license fee in conjunction with such installation, although Company may be obligated to pay fees for Professional Services in conjunction with such installation, as agreed by the parties.

d) ELAVON DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR ADEQUACY OF ANY DATA

OR OTHER INFORMATION PROVIDED OR MADE AVAILABLE BY COMPANY OR ITS AUTHORIZED

USERS, AND ELAVON WILL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE DATA OR RESULTS FROM USING THE LICENSED MATERIALS, EXCEPT TO

THE EXTENT DIRECTLY CAUSED BY A FAILURE OF THE LICENSED MATERIALS TO PERFORM IN

ACCORDANCE WITH THE DOCUMENTATION.

e) Compliance by Company’s Authorized Users. Company is responsible for compliance by each of its Authorized Users with the terms and conditions of this Simplify License and is responsible and liable for all access and use by Authorized Users and acts or omissions of Authorized Users under this Simplify License.

7. Fees and Payment. Company will pay Elavon the Simplify Software Support Services Fees and such other fees for the Simplify Software (collectively, the “Simplify Software Fees”) set forth on Exhibit A to this Schedule E or otherwise agreed by the parties in writing. All Simplify Software Fees will be assessed per POS Device and are non-refundable, except as otherwise provided in this Simplify License or this Schedule E, and are subject to the following terms:

a) Simplify License Fees: The Simplify License Fees will be due and payable upon the Effective Date of the Agreement.

b) Simplify Software Support Services Fees: The Simplify Software Support Services Fees will be due and payable upon the date of Company’s first use of the Simplify Software in a production environment and annually thereafter upon the anniversary of the date of first production use of the Simplify Software. Elavon may increase the Simplify Software Support Services Fees annually upon at least 60 days written notice to Company.

8. Ownership and Reservation of Rights. Elavon retains all right, title and interest, including, without limitation, all Intellectual Property Rights, in and to the Licensed Materials and all Customizations. No rights in the Licensed Materials or Customizations are granted to Company other than those limited license rights expressly set forth in this Simplify License. If any right, title or interest in and to any Licensed Materials or to any Customizations developed by Company or Elavon is deemed to vest in Company, Company hereby assigns and agrees to assign to Elavon all worldwide right, title, and interest in and to such Licensed Materials and to any Customizations, including all Intellectual Property Rights therein.

Section B – Glossary for Simplify License

Customizations means any works of authorship, work product, and any invention, process, method, development, design, schematic, or technical information, whether patentable or not, including, without limitation, documentation, software or enhancement, improvements, alterations, or derivatives of the Simplify Software or the Licensed Materials developed by Elavon, either alone or jointly with others, in connection with the provision of Simplify Software Support Services.

Licensed Materials means one installed copy of the executable code (i.e. object code) of the Simplify Software per authorized Company POS Device and a copy of the Documentation reasonably necessary for a user to operate the Simplify Software and any permitted copies of the foregoing.

Major Release means any additional or replacement code or Documentation provided by Elavon that adds major new capabilities or functionality to the Licensed Materials, as designated by a change in the number to the left of the decimal point in the version number (e.g., from version 1.0 to 2.0). Major Release does not include new or additional modules of Licensed Materials, which must be licensed separately from Elavon.

Minor Release means any additional or replacement code or Documentation provided by Elavon that does not add major new capabilities or functionality and that is made generally available by Elavon to its customers using the applicable Major Release of the Licensed Materials, as designated by a change in the number to the right of the decimal point in the version number (e.g., from version 1.1 to version 1.2).

Release means Major Releases, Minor Releases and Revisions, collectively.

Revision means any product temporary fix, error corrections, work-around, or other maintenance correction made available by Elavon to its customers, as designated by a change in the number to the right of the second decimal point in the version number (e.g., from 1.1.1 to 1.1.2).

Simplify Software means the installed version of the software application referred to and marketed as the Simplify software, including any Releases made available by Elavon to Company under this Simplify License.

Simplify Software Fees means the applicable fees for the Licensed Materials, Simplify Software, Simplify Software Support Services, and any other services or products, as set forth in Exhibit A to this Schedule E.

Simplify Software Support Services means the support services provided by Elavon to Company, as set forth in Section 5 of this Simplify License.

Supported Release has the meaning given to it in Section 5(d) of this Simplify License.

Unsupported Release has the meaning given to it in Section 5(e) of this Simplify License.

Warranty Period means the period beginning on the Agreement Effective Date and ending on the earlier of 90 days from the Agreement Effective Date or the date of Company’s first use in a production environment of a POS Device on which the Simplify Software is installed.

Section C – Elavon Bridge License

1. Applicability. If Company has elected or is technically required to receive the Elavon Bridge software to facilitate the Gateway Services, the terms and conditions of this Section C will apply.

2. License Grant and Permitted Use.

a) Subject to the terms and conditions of the Agreement (including this Schedule), Elavon hereby grants to Company a limited, personal, non-exclusive, non-sublicensable (except as provided herein), and non-transferable (except in connection with a permitted assignment of the Agreement) license for the Term to use the Elavon Bridge as installed on Company’s hardware solely to facilitate the Gateway Services (the “Bridge License”).

b) Except as set forth above, Company will not (i) reproduce, market, distribute (electronically or otherwise), sell, assign, pledge, lease, deliver, license, sublicense, outsource, rent or otherwise transfer the Elavon Bridge to any third party or use the Elavon Bridge for service bureau, time-sharing, or other third-party use or to provide hosting or remote processing services to a third party; (ii) alter, modify or otherwise prepare derivative works of the Elavon Bridge; (iii) reverse engineer, disassemble or decompile the Elavon Bridge, or any part thereof; (iv) remove, change or obliterate the copyright, trade secret or other proprietary protection legends or notices which appear on or in the Elavon Bridge;

or (v) combine any Elavon Bridge with any unauthorized third party software. Company will not access or use, and it will not permit any Authorized Users to access or use, the Elavon Bridge or proprietary materials disclosed to Company for the purpose of creating, in whole or in part, a system that is functionally competitive with the Elavon Bridge. Company will promptly notify Elavon of and will otherwise cooperate with Elavon in preventing any unauthorized access to, use of, or copying of, the Elavon Bridge by Authorized Users or any other third party. Elavon and its designated agents may monitor and audit Company’s use of the Elavon Bridge for purposes of verifying compliance with this Schedule.

c) Company may sublicense the foregoing license to its Affiliated Entities (if applicable), provided that Company will be responsible for the acts and omissions of such Affiliated Entities as if the same were performed by Company.

d) All rights not expressly granted to Company under this Bridge License are reserved by Elavon.

3. Installation. All installation of the Elavon Bridge must be conducted by or at the direction of Elavon. Either Company will install the Elavon Bridge or Elavon will remotely install the Elavon Bridge on Company’s hardware after consultation with Company as to the timing of such installation. Company will allow Elavon all access to Company’s hardware and related systems necessary to install the Elavon Bridge and any new releases.

4. Bridge Support Services; Feedback.

a) Bridge Support Services. Elavon will provide Company with the following support services (the “Bridge Support Services”):

v) Providing Company with solutions to any known material problem relating to each installation of the Elavon Bridge in a timely manner as such solutions become known to Elavon;

vi) Using commercially reasonable efforts to supply timely corrections for problems reported to Elavon by Company that Elavon can reproduce in a currently supported version of the Elavon Bridge;

vii) Furnishing a reasonable level of telephone support, as determined by Elavon, in the form of counsel and advice on use and maintenance of the Elavon Bridge;

viii) Providing Company with new releases of the Elavon Bridge (so long as Company complies with the terms set forth in this Bridge License).

b) Limited Warranty.