HomeMy WebLinkAboutC2007-369 - 10/17/2007 - NA1
4
•,,~,. ~ r
•, ~~~
~,.~s ~~
Advanced Billing and Payment Solutions
PROPOSAL
Corpus Christi Police Department
~no~ri~ orporati~n
Pr~p~aal 0 ~T ~fi - 0~ revi~on B i Ni~d~f~c~tio~ ~t ~noviur~ License ~~r~ement
~~r mara infarma~l~~ plea~s~ contact;
Jules Kapian, airman
fnovi~t~ orpora~ion
~~~~ V~. har~ston Blvd,
#e ~ 1-~ ~ 4
Las Ila~as, N1! 89 ~ 5
Tol; ~~~-lnov~~rr~ ~~~t. ~ Direct: ~~~-~4-~8
FAQ; 7~~9~~-~~9
B-mall: jkaplar~ainova~rn.co~n
Z0~7-39
1 alb 7~a7
~ora~ian Noverr~b~r ~, D4~
~navium
Carpus Christi Police Department
Att; Mr. Robert Marraro
records Management
~1 Jahn aratain street
carpus Christi, T~ 1849
1e are pleased to offer far yaur cansideratian a system to autarnate same of invoicing, presentment
ar~d payment processes of the Alarm Permit Division of the Corpus Christi Police Department
~~~D}-r-Thy.u~#i-rat--aa~~f~k~~~~te~~~a-enable-.the payr~~nt--far_.Ali-alrm.perr~itt~t~k~~pl~_- .
aver the Internet
Vl~ha# ~o a doh
inovium offers software-a-a-service electronic billing end payment syster~s that are driven by the
market demand for Check ~1 based irnplementations~ ale sarnplify our clients' transition from
traditional paper-based accounts receivable processes to Electronic Invoicing, Presentment and
Payment ~~lPl~}, vuith full management control and reporting.
Curren# State of the Corpus Christi Receivable Management System:
The Carpus Christi Police Department ~CCPD~ vie its Alarm Permit Division manages the process of
issuinx administering end collecting payments far Alarm Permits for the city. The vuorkload is
approxi mately a fallov~rs -
1. Total annual permits issued - 95 residential and ~g for businesses
~. Monthly new permit applications - egg residential and ~~g business
. Number of payments rude by chock and paid over-the-counter ~ ~ 74
4. Number of payments made by check and delivered by I.~.~ Postal Service -1~~a
The CPD accounts receivable process far Alarm Permits is Drell organized and operates as
efficiently s can b e~cpecte~d using a traditional Tabor intensive process Ho~rever, as uvith mast
city services, mare customers are requesting the means to vier their invoices hand possibly the
police reports} online, and pay for delivered services online as uvell,
Typical issues with a manual accoun# receivable process:
• Mail Transit Tire • Floa# - bank pracessir~g time ~ Slog Paying Customers
• late Payments • Lobar intensive • Supplies • Postage Est • High NSF fees • cast of
facilitielutilities • Lost Mail invoices • Last Payments ~ Theft ~ trips to the bank far deposits
Prapose~ erv#ce:
Based upon our analysts of your needs and requlrernents, a propose t#~at the CCPD uvould best be
served and derive maximum benefits by implerr~enting our lnoviumPay" robust accounts receivable
management system, coupled with our RapiDepaitT"" remote deposit capture ~R~~ system that is
full core liant v~rith the Checlc ~~ Act. This cambined system volt! meet or exceed yaur stated short terra
Y p
needs and offers additional capacity for additional services. vVe anticipate that by implementing our
proposed system you vuill experience significant business process improvements and overall tune and
cast reductions, as v~ell as bettor customer service.
fur proposed solution ~vill enable the CCPD to perfarrn the follovrring functions -
~ . Scan all incoming checks ~r~ail or counter}, including commercial and consur~er checks, money
orders, curtain coupons etc,, and then transmit there to designated account{s} at any banks},
The check scanner that a propose is rated at ~ checks per minute, and should be more than
adequate for the task.
~, Allo~r year custor~ers to pay online frornany vvindovus-based computer, by -~
a. Electronic check ~A~}
p Y} ~- .- - .... -- - .. ... ......... .. _ _ ._ -- -- . - .---- -.--.-
.....__..._ ~ ~~~ _ e-il~assi ou to-set- u - this facilit ___... _.
Enable you to invoice your Alarm Permit customers by email or U.S. Foetal Service, or FA~C
{additional fee required}.
All of these and other features {such as payment scheduling) are available under complete
management control with full repor#ing.
~Cey Features
inoviurnPa~ RapiDep~sit
Autor~rrated Payment Tra~sactian User ~lodufes
Interface Management Custom Secure A
cress
Custor~ API vlJith User Logo Donload -~ Standard
Format Con~r~unication tenter
l~itory Itet~s ~`ransaction Sendin Custom E'm it
~ s
Check Processing Manual `rranactlons Sendin ~ot~ce ~ Fax
g Y
Credit Card Processing ll~anual Sale Entry Fax cost ~- ~ cents per fax
Denied Payment By Payer ~lan~,al Debit I Credit Sent
Entry .
Manage Payer Profiles RapiDeposit l~e~k
Add Payer Through APl Scheduler canning
Edit Payer Fixed I1lariable Amount Check Scanning
Erectronic Deposit
Upload Payer Profiles Report
Upload --Standard Format Payment Report
Dovunf cad ~ Standard Forr~a Profile Report
general ~mpat~y ~r~formatfo~~
tnovi~m is a Nevada company with offices in L.as Vegas {NV), Orange County, {CA) and Romania,
and a hosted data center in Phoenix (AZ}. Planning for Inovium's product line was initiated in 2000 by
founder Jules Kaplan. Product development commenced in 2002 and the InoviumPay product was
fully developed and tested in early 2005. Inovium's latest product - RapiDeposit -was announced
and was ready for market in November 2005.
our mission at Inoviurn i to enable our clients to simplify and accelerate the transfer of funds
between themselves and their cutomers or vendors by applying the latest technologies in electronic
billing and payment methods. Inoviurr~'s financial platform vas developed in response to continuous
demand from organizatian that required flexible, scalable, reliable, user-friendly and cost-effective
r~eans of automating their accounts receivable workflow and accepting payments electronically.
consequently, we now offer a family of Ulleb-based electronic billing and payment syste~s that are
essential to certain businesses and other organizations In general we simplify our clients' transition
from traditional paper-based processes to electronic Invoicing Presentment and Payment ~~IPF'},
which provides them witi~ selected levels of managernen# control and reporting. vVith lnovium' billing
and payment solutions, paying becomes simple -our clients' customers have self-service access to
.-inuotces~.an.d~.ta~teents_-at--any--tire-and~frvm-anywhere,which- allawur clients--ta-ge~pid~~faster
~www.inovium.co~n}. fur product lane also includes tailored solution far specific applications, and we
do accept custom development projects.
As apart of its arsenal, Inoviurr~ has developed the means and the system ~ based on the check 1
Act - to capture digital images of checks, deposit the funds in the bank accounts of our client's choice
and correctly past to the client's accounting system, vve have created a corporate structure that
combines industry experience and technical expertise, and aclient-focused culture that delivers
robust online billing and payment solutions tailored to the individual business objectives of our clients.
This is what helps fnavium continually meet and exceed client expectations
Simplicity and turnkey implementation and operation are the hallrnarl~ of Inoviurn products, All
saftv~are can be downloaded from ~novium to the end-user and all instructions necessary for
instaiiation andlar operation are available in easy-to-read documents, either online or in print.
Additionally, Inoviurn provides dedicated telephone assistance through atoll-free number on a SAM to
FPM Pacific} basis, excluding weekends and bank holidays
Irnpier~entat~~~s and Tra~n~ng:
one of lnovium's strengths i in ease of irnpler~entativn of bath the application software and the
requisite training, The software applications ~e.g~, ~asyScan, scanner and system user interfaces
can be downloaded by the end-user in advance of the delivery of the scanner hardware. As soon a
your service over is accepted by Inovium, we will email to you instructions for downloading the
software, as well as the installation instructions. You can then simply dowr~laad the application
software to any P running IJVindows ~O~a and or ~P version of this o eratin s stem.
p gY
In accordance with NAHA rules and regulations and per requirements of our Processor you must
complete the user application far service that is attached to this proposal before service can be
implemented, lnovium will notify you upon such approval and will submit to you user directions for
application software download. .
I nnplementation of ~novium's ~apil~epoit solution t the end-user site .requires only a few minutes
and can be accorr~plished by any person competent to install software on a computer. However, if you
have an IT person, you may wish to assign the task #o that individual, UIJe project that once the
instructions are read and understood, the implementation process could be complete in well under a
minutes, Implementation of the InoviurnPay systerrr does require the cooperation of a member of your
technical staff. Mlle estivate that besides approximately 4- hours of IT staff tune, a total training and
acclimation time of ~-4g hours is required for the operating staff and manager.
Inoviurr~ will provide to its clients full suppork far #raining via 1lvebinars, telephone conferences, and
electronically submitted presentations.
u~port:
lnavium provides ~ dedicated tall-free customer supportltechnical service Tine available to users from
~ AID to fi PM ~~T~, Monday thraugh Friday, excluding bank holidays. Upgrades to the RapiDeposit
syter~ will be deployed to custamers' computers via an Qnline connection -- similar to antivirus
update programs. Upgrades to the Inovium~'ay system are affected by Inovium at its Basting facility.
Notif~catian to all scanner users will be provided via email, Any system prabiern that maybe resalved
vui.Ube-addressed-nth--~Ispat~h-n~yau-r~ill~-be~-infarmed es to the..prablem a~r~d its- realutla~Based
on our current e~cperience we expect systerr~ problems to be rare Further, most operational problems
gay be eairy resolved by a phone call to one of our technics! support professionals. ~n-site physical
suppart is not anticipated to be required. A replacement scanner will be shipped to you an the same
day a fang as the problem was reported and a replacement ardered by ~ 2:gg I:'T, l~londay through
Friday, excluding bank holidays.
The company has a dedicated support staff far customer service and technical support. There is a
dedicated phone extension and email address far both customer and technical support. hauld a
problem or issue not be able to be resolved by the dedicated custornerltechnical support staff, the
issue is brought tv IT department technical staff, -
System Hosting, Security and Disaster Recovery:
lnavium pays a monthly fee to have its servers halted by Phaenix~based Deru Internet services,
within Pureig Internet glass A facilities, protected by security guards, biometric IB devices and
video cameras. The facility sits on Suva electrical power grids, is supported by tuvo backup power
generators and i further backed up with a standby diesel generator. The Inaviurn system operates
under an encryp#ed 2~-bit security environment which' i equal to ar better than most U.. banks,
Inaviurn has been experienbir~g system uptin~e of 99.9°l0 including maintenance dawntirnes}.
Besides the data center's own redundant systems and daily backup, every four hours and aver
secured network, the lnavium system executes a scheduled backup of the database to an external
server located in vvisconsin three tines per day, using an application developed by the company. In
addition, a manual backup of the full system is executed on a monthly basis and is stared in Las
Vegas and in Europe
The system is password protected ar~d accessible to you and your staff an a 241? basis via any
Internet-enabled computer,
Processing:
lnavium uses the processing services of Jack Henry Associates ~NADA~: Jl~HY}~ Jack Henry
Associates is a g years old company with ~a0 financial institution clients, numerous overnrnent
and municipal customers and sales exceeding ~g million per year, Frith ane of the best reputations
in the industry.
Pricing:
Please see the attached Service Agreement far pricing details.
Notes:
~ , lnoviurn' "per transaction fee is levied only on incarnin payments. There is no fee far
sending invoices out to the PD customers.
s
` 2. This per transaction fee will be charged to the PD ~ustvmers as a convenience fee, on and
above the amount charged and invoiced to the customer by the ~D.
. This transaction fee wi~f be the same regardless of the payment means by the custor~er
check, elec#ron'rc ~ or credit card}.
4~ The relationship between the CCP~ and Inoviurn sh~ali be governed b}~ the terms acd
conditions of Master Service Agreen~er~t presented belo~v~
~NOvUM
Naas#er erv~c~ Agreement Packet
~nov~~mPa~~~" and ~apiDepos~t~"~ ~ 50~ system
feller:
Inovium arparatian
~ a0a 111. I1a~estan ~Ivd., 1 -~~ 4
~.a Vegas, ~V ~9 ~ 5
7a~-X54-~~8~
hex ~a~~9~-fi~9
~rr~ail: sales inavi~rn.com
Master Service Agreements are subject to accep#ance and approval by Inovium Corporation.
A~Jf~r~V~G~~ ~r?~VI~J~? ~r~~l'~~'10~ ~~:~~#~B ~~~J~~#'~, ~f~'1c~rl~~~~r1C~er~
~~~~ ~ ~~C~rrl~~r ~~
Payee and Partner should each retain copy of this completed agreement
service Agreement
This Agreement is between Inovium ~arporation "Inovium" ar `1~1e"'and the undersigned You"', and governs the
relationship between the parties in relation to the provision of certain services by InaviurrM. a provide a vlleb-
based Remote Deposit Capture end accounts receivable management system and related services ~"services"~
which You desire to use. Uv agree to provide these services and You agree to use end pay far them under the
following terms and conditions.
~ . Term and terrnanat~on: .
a. This Agreement shall have an initial term of one year and shall thereafter automatics#ly renew for
additional one year terms unless terminated by either party upon no less than GD-days advance
notice to the other party prior to the end of any such annual term.
b~ Either party ray terminate the Agreement at will by giving the other party an advance notice of no
less than o days.
c. Termination of this Agreement for any reason shall not affect the rights and obligations of the parties
accrued through the effective date of termination,
d. Neither party shall be liable to the other far for costs associated with termination of this agreement
2. lnoviurr~'s responsibilities:
Vve shall be solely responsible forthe design, development, supply, production and performance of
services.
~. le do riot accept responsibility for errors, acts or failure to act of others such as banks, processors,
communication carriers or clearing houses, and no such entity shall be deemed inovium's agent,
~4. Payments far services:
a. Prices are published in our Price schedule, a current cagy is attached herein
b. Mlle will invoice you monthly, process payments through the ADh# network and withdraw funds
from your account, normally within the first 5 days of any calendar month.
c. A service charge of twenty five dollars ~$~5}shall be levied against You for each occurrence of
insufficient funds in your account.
d. vl~e have the right to discontinue services to You without notice for failure to make payments
when due, pnce disconnected, service will be restored upon the full payment of all monies due to
Inovium by You.
e, Upon payment delinquency, Vve shall have the right to require you to make payments in
advance.
~, Duplicate Terms and Donditions, and Conflict
a. Nothing in this Agreement conveys any rights to You in Inoviurn's services, except the right to
use.
b. In case of dup#ication or conflict in terms between this Agreement and. lnaviurr~'s License
Agreement, The terms of the License Agreer~ent shall prevail,
fi. Arbitration: - No Provision
1'. general terms:
a, This Agreement shall be governed by the laws of the state of Texas,
b. if any provision of this Agreement sha11 be found to be invalid, then, the Agreement shall remain
in full force end effect and such provision shall be stricken and replaced with a valid provision with
same effect.
c. Notices to parties under this Agreement shall be sent to the addressee by FAX, email or U mail.
d. This Agreemen# ray be changed only by mutual agreement between the parties expressed in
writing
e. Inovium agrees to comply with the attached insurance requirements far the City of Corpus
Christi." The insurance require nts are attached.
f
signature of Client's ~f~cer: Date:
Printed lame;
Corpus Christi Police Department
3~1,~ohn Sartain street
Corpus Christi, Texas ~84~9
E~iHI~IT
IN~URAN~E REQL~IREI~ENTS
I, 1N~111UM' L~A~II~ITY Ih1URANE~~ Il1l~vll~M must not commence work under this
agreement until all insurance required herein has been obtained and such insurance has been
approved by the i#y. IN~II~U gust not allow any subcontractorto commence ~rork until all
similar 'rnsurance required of the subcontractor has been obtained
B~ INa111U must furnish to the pity's Risk Manager two {~} copies of ertificat~s_ of Insurance,
showing the fallowing minimum coverage by insurance company{s~ acceptable to the pity's
Risk Manager, The pity must be named as an additional insured for the general liability
policy,
`rY~E OF INS#~I~ANCE I#rl11111M1!!VI INSUIZAN~E av~RAC~
30-day written notice ort cancellation, materiai bodily Injury and Property Damage
change, non-renewal crterrnir~ation is required on
all certificates
Ca1~III~ER~IAL GENERAL LIABILITY including; ~,aao,ooo ~aIIII~IN~D SINGLE LIMIT
~. ~ commercial Form
~. Premises -- Gperations
3. Productsl Completed operations Hazard
4. Contractual Liability
Independent Contractors
G. ~ronalln'u
FICELiTY -~RIIIIfE POLICY including: $5~,aao
1. Employee Cishonesty
~. om uter Fraud Covera e
In the event of accidents of any kind, I1V~111~.1M must furnish the Risk Manager with copies of
all reports of such accidents within ten { ~ ~~ days of any accidents.
II. A~D1TlaN~L REQUI~R~MENT
A~ ~erfificate of Insurance:
The its of orp~s hrist'r must be Warned as an add~t~onal insured on~ the general
liability coverage.
~f your insurance cempany uses the standard ~~D form, the ~anc~~lat~on c~a~e
{bat#on~ righ#~ must be amended by adding the wording "changed or'' between "be"and
~`canceled~, and deleting the wards, "endeavor to", and deleting the warding after "left"r
In lieu of modification of the ACRD farm, separate endorsements addressing the same
substantive requirements are mandatory.
The name of the project rnus# be fisted under "description of operations"
At a minimum, a 3~-day written note of material change, nan~renewal, termination or
cancella#ian to the Risk Manager is required.
INOVIUM's Ins. req.
~ -S-DG ep Risk Mgmt
~AT~; December , ~aD
iNO~uri~
INOVUM,~
License Agreement
PLEASE READ AND DNDERSTAND ALL DF THE
F~LL~vIIIN MATERIAL
Ey using the Inavium Applications and user
documentation {the "Product"~ provided to Yau by
Inavium Corporation andlar its subsidiaries
~"Licensor"~, You are taking affirmative action to
signify that You are entering into a legal agreement
and agree to be bound by the terms of the agreement
below, even without Your signature. Licensor will
grant You a license to use the Product only if You
accept all of the terms of the agreement below.
READ THE F~LLOININC AREEIVIENT
CAREFULLY THIS IS A LEGAL AND
ENFORCEABLE CONTRACT BETWEEN YOU AND
LICENSCR~ if Yau D~ NAT AGREE with thane
terns, do not use or keep a Dopy of any part of the
Product,
Inavium C~RP~i~ATION SOFTWARE LICENSE
AGREEMENT
This Software License Agreement ~"Agreement"}
contains the terms an which Licensor grants to Yau
the individual ar single legal entity identified as the
end-user in the registration forrn~ ~"Yau" ar "Yaur"} a
license, on the terms set forth below, regarding the
abject code of Licensar's Inavium Applications
software program the "Program} and Licensor's
related end-user documentation {the
"Documentation"}, Any use by Yau of any part of the
Product is governed by the terms of this Agreement.
Licensor and Yau agree legally to be bound to the
fallowing terms and conditions:
~ . License to Use
Licensor gr2~nts Yau anon-exclusive and non-
transferable license {the "License"} to use Product
upon Your payment of the applicable License fee,
Licensor grants Yau a perpetual License to use
Product far Yaur internal business purposes upon
payment for services on a monthly basis in
accordance with lnoviun Corporation published price
list. The License governs any releases, revisions or
enhancements to the Product, which Licensor may
furnish to Yau.
~. ~estrlcti~ns
The Product is copyrighted and contains proprietary
information and trade secrets belonging to Licensor
andlar its licensors. Title to the Product and alf copies
is retained by Licensor andlar its licensors. You will
not use ~ the
Product for any purpose, other than far use you
signed up for. There is no Need far backup or
archival purposes, for the application source code
reside on Inavium Corporation server only .You ray
make copies of the associated Documentation far
Your internal use only. Yau shall ensure all
proprietary rights and notices on that Product are
reproduced and applied tv any copies. Yau may not
rr~odify, decorr~pile, disassemble, decrypt, extract, ar
otherwise reverse engineer the Product, ar create
derivative works based upon all or part of the
Product. You may not transfer, lease, assign, make
available far timesharing, ar sublicense, in whole ar in
part, the Product. Na right, tide or interest to any
trademarks, service marks or trade names of
Licensor or its licensors is granted by this License.
3. Limited warranty
Licensor will replace, at no charge, defective media
and product materials that are noted vuithin 94 days
of the original date of License, Licensor warrants,
after the original date of License, that the Product will
perform in substantial compliance with the v~rritten
materials accompanying the Product an that
hardware and operating system software for which it
was designed, as stated in the Documentation l~se~
of the Product with hardware andlar operating system
software other than that for which it was designed
voids this applicable warranty. lf, within 90 Jaya of
the original date of License, You report to Licensor
that Product is not performing as described above,
and Licensor is unable to correct it within g days of
the date You report it, You may terminate the use of
the Product. Licensor warrants that the Product, as
delivered to You, does not infringe any existing U.S.
patent, copyright, trademark, or trade secret If Yau
promptly notify Licensor of any such claim, Licensor
will indemnify Yau and hold Yau harmless against
such claim, and will control any defense or
settlement, unless You have modified the Product,
combined the Product wi#h any software or portion
thereof owned by any third party that i not
specifically authorized or failed promptly to install any
version of the Product provided to You that i nan-
infringing. If commercially reasonable, Licensor will
either obtain the right far You to use the Product or
will modify the Product to make it non-infringing.
Licensor warrants that each
,~
Product will recognize the year ~~00 as valid,. The
remedies above are YQUr exclusive remedies far
Licensor's breach of any warranty contained herein,
4. Llmitatlan of Remedies
THE FOREGOING 1NARRANTIES ARE IN LIEU OF
OTHER INARRANTIEB, EXPREB OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE INfPt.IED
1NARRANTlEE OF END UABfLITY AND FITNESS
FOR A PARTICULAR PURPOSE WITH REaPECT
TO THE PRODUCT. SAME STATES DO NOT
~ILLOIN such aICLAIMING O~ wARRANTIE
BO ROME OR ALL OF THE DISCLAIMER ABOVE
MAY NOT APPLY TG YOU. IN NO EVENT 1NiLL
LICENSOR OR ITS AUTHORIZED
REPRESENTATIVES BE LIABLE TO YOU FOR
DAMAGES #N EICCESS OF AIUIOUIVTS PAID BY
YOU TO LICENSOR OR ITS REPRESENTA~'IVES
UNDER THIS LICENSE, IIMfCLUDINC AIi~Y L0
OF PROFITS, LOST SAVINGS, OR OTHER
aPECIAL, PUNITIVE, INCIDENTAL OR
CONaEQUENT~AL gAMAE ARISING OUT ~~
YOUR UaE OF OR INABILITY TO USE THE
PRODUCT, EVEN IF LICENSOR OR ITS
AUTHORISED REPRESENTATIVES HAVE BEEN
ADVISED OP THE POSSIBILITY OF SUCH
DAMAGES. LICENSOR AND ITS AUTHORIZED
REPRESENTATIVES WILL NOT BE LIABLE FOR
ANY SUCH CLAIfiII BY ANY OTHER PARTY.
~., Con#Identlali#y .
You agree that all information relating to the Product
i confidential property of the Licenser ~"Proprietary
Infarmatian"}. You will not use or disclose any
Proprietary Information except to the extent You can
document that any such Proprietary Information is in
#f-e public domain and generally available for use and
disclosure by the general public without any charge
or license, or disclosure is required by ruling of the
Texas Atkorney General or order of court of law, Use
by persons to which You have contracted any of Your
data processing services is permitted anfy if each
contractor hand its associated empleyees~ is subject
to a valid vurit#en agreement prohibiting the
reproduction or disclosure to third parties of software
products and associated Documentation to which
they have access end such prohibitions apply to the
Product, Yau recognise and agree that there is ne
adequate remedy at law fora .breach of this Section,
that such a breach would irreparably harm
the Licensor and that the Licensor is entitled to
equitable relief ~ineluding, without limitation, injunctive
reliefs wi#h respect to any such breach er potential
breach, in addition to any other remedies ovailable at
lauv.
~. Export R®gulatlon.
You agree tv comply strictly with alE US export control
laws, including the US Export Administration Act and
its associated regulations and acknowledge Yaur
responsibility to obtain Licenses to export, re-export
or import the Product, Note: This product far
Electronic Payment Services and 1 or Credit Card
Processing, is only valid w+#hin the bQ States of the
lJnited States end its territories,
7. US Covernrnent Restricted Rights
if You are acquiring the Product er its acco~panying
Documentation on behalf of the US Government, it i
classified as "Commercial Computer Product" and
"Commercial Computer Uacumentation"developed at
private expense, contains confidential information
and trade secrets of Licensor and its licensors, and is
subject toRestricted Rights" as that #errr~ is defined
in the Federal Acquisition Regulations {"FARs"},
CantractorllVlanufacturer isInovium Corporation,
8. lNiscellaneous
This License is made under the laws of the State of
Texas, USA, excluding the choice of law and conflict
of law previsions. This License is the entire License
between You and Licensor relating to the Product
and: ~i}supersedes all prior or canternparaneous oral
or written communications, proposals, and
representations with respect to its subject matter, and
{ii}prevails over any conflicting or additional terms of
any quote, order, acknowledgment, ar similar
communication between the parties during the #erm
of this License. if any provision of this License i held
invalid, all other provisions shall remain valid unless
such, validity would frustrate the purpose of #his
License, ar~d this License shall be enforced to the full
extent allowable under. applicable law, lVo
modification to ~ this License is binding, unless in
writing and signed by a duly authari~ed
representative of each party, The License granted
hereunder shall terminate upon Your breach of any
term herein, Any Product purchased by Yau after the
purchase of the Product which is the subject of this
License shall be subject to all of the terms of this
License. All of Inovium Corporation's licensors are
direct and intended third-party beneficiaries of this
License and may enforce it against You.
Copyright ~~DO~ novium Corporation, Ail rights
reserved
' ir-itial
1NC)1UM'~
End-User Prise List
in~viurnPa~T"" and Rapi~eposit~' R ~~~0 demote ~epasit rapture astern
Prices are effective October ~ o, 200
.. ,, .. . ~... .....M.. _ ~.
. ,.,:...
,.:.-
. ,,'
~ .:'
,. ,.. ~ ~-
.... r ~ .. . , .,.... v M • „ ., . •..,,.. ,...,i,., .. t,
i'
.. ,
t: ~'~
,.. , .
5 , 2 1°~
. , -. ..,,.....,n~,...,a~: ~ .,,,.
.4d,. .... , ~~'
•,.
-: ~';
nd::.
.,.u,.
..~:.
....,v .. , ... ... .. . . . ... .... ,..,
.;sx ::#
;'S",.
~~ t .... ... ... ... ...... .... o- ,. ..., .... .>~. .....,,..., - ~~
,,...... „ .. ,..........,.. -, .x... .. ,.. .. ,.., ~, ~ ..
,.,.M
.. .
> 4.. ~~ • ;
..
•'w~;.
.. .... .... i~ r
's'- ,.7
,A 'k, t ~..,` ,
~t `"D: gar `¢
~~ ,
,..
~r ,.".. ,. .. ~,.. ,,. ,.,.;>. ".. :.,<.... .....,mss.;. 4.,k.`~
,,;,
., „ .. .... ... .,. s ~ ,..- . .. .. .. .... .. ..... ~,. ..,'~ ,,...Y, ..,~. ~. < A.C., ;.,~~~ •; E`r,'~•.,'.'.~°'. ~~
... .... .. ... .. .. , r s. .,_, .. .,... ... .. ,...,: .. .J,
~s` '~i
... .T ... .... .......... .. .n.. d : .. ,. ,r .., :.,., .
.. , .. ... ... .. .., .a.. ,.. ,. .,.< ~ ...., ....:., ....k w....w.....~.v. ~r.YSrr. r.~.k}f.. ~.~f .~.N-
,. .. .. ,2,..:_:::. < <.. .. ~.,..~. .rasvw:::a~~sr:: tTw.t:~a ~ , u:s........~_.._..~...1~.4::3.:'~.~ac rs::x :;x`7 :iR:'~.:r~~,-- ~-w
Basic stem ~ Prioe
The basic s~rstern includes - ~ i
UVa~ved
Setup I Underwriting non-recurring charge
UV~ved
• EasyScan application software -
i
i........~....---._... J.......,.........~~..~_.._.. Hai.,....~..,...»~.,..,..~,..,.,,-«w.~~..._ ....,.~...~....._,.,...~..x.,...~....._.._.... ~.,,....".,.... ~.,.~....,...,..,.~...... ~~...v~.........._~.w..~,.....~..,.,.,.....~ ,_,...'.-,..._.._.~......: --....-^' --~.. -,_., J.,........._.i..., ,.r ~...,-.,-M_.._~..~.._...,.,~,_....~~....~..~..~,
s
f
= s
Usage Based Fees i
• Transaction rate: per transaction} ~a} ~d~ onvenienoe fee Paid ~y ~ .~~
k
r
End User
---._.. .. .. k
; ! ~
• return lter~s - NSF~a Fee- cf~ar eable t~ End User 400
i
i
~.icening Fees
.,.... ..
• Ea~Scan application software r~aintenance services beach unit}. starts ~ N1
- .
with month 1 of ear ~ b
. -
...,..,..~._,.,w.,..,.,.,..~..w...µ,~..~. ,._y~..~__.~_,..~...~,_~.. _wµ~..._ __.w....~.w.__~.__.~.~.....__..,,~.._.. ~____.
''^~-"}r
..~.~...._~........~...~....~.,..~,...........~....~.,..,...mA..........,...~....Y........M,,..M..,....w-,«.w,..w.,wr...,,«,.w ..,~.~. .,,,....-v,...~,.., ~.~....w,.....w.~....,~.w.. _w~~.......~...,..,-,,,..«,..~~.,-,- -~...........~..<.,.+h., ~-".~ .-{M,.~...~......~.._.~..w.......,..~...,.,...--, r
~~.._~~~......~.-~ ~......._. .__.._._._._-~_.... ~........ ~ ~..-.....-----~---~,...~...~..~,.......--r-.-..~.._~...~...~_...
a Bl{led ors ~r~~f~{ ~afer~er~t .
...~.. ~.. ~ .... ~...,,....~ .................~....-~r--....__.~-.~,----- ----,...~J.~_~.~...~.~.....,.W_...._...._. ,
' 3
~b~ ,Bl{{ed erni-er~nua{{y ire advance-~.._._...~.~_ ~....._. ~.~___.~.._,,.~,.,._ __- ---------.---.~..,,__,.....~.....,, , ------
._,_ ._.,_~._.~-----_---------,..~.._.~~......._,.~.......W.....~M_.,.~,.,....~..... ..,m..... ~.._..,..._.,...,........._.___...~~.~..... .. .
,_... -±-
~cJ eanrrer send out by fJ~ Ground. ~'~day and next day services are
k
avai{ab{e a# ad~l~iorra{ ~~rarges.
_._.._
d ~linirr~urr~ ron~hl bi{{rrr -~ 011~ir~irrrc~rr~ rr~on~#~{ b~{{1rr
....~. ~.~...... .~...~.....~... ~.. ~.._..~ -....-~....._. _............r~...... t,,........r- ......._...._.._ _ ~......_ _.....~_..... ~.........~
y .. ... ._........~...... .~. _.~~..... ~.~.......~~ ~. „~. ..-...._.,.-. _... ~...._. _.__ ._~.. _.~.-_.. .-._.~-....~...~~_._._...~.-~...........,..~.....~.~...: ....-.-..._.-.._....... ~~...~..~-. ....-._..-
}
v
1n~f~l
~~
1NOIUM`"
end-User Purchase order
InoviumPaT~' and RapiDepoitT~ P ~~00 Remote Deposit spture system
...,.....-..,,..,..,..+m..,..."_-......~-...-....,...ll...~..5..x.. ,x:,i W+"~,,....-.~.-.~-.-,~wY ;ti}R V~..1~ .wy}.w~wn - r~{.,,-
y 'r!:'Y"r`y' .~Sf•Y'x w.y}v. ~- `by+,.~ rF+~}x.M.ro-yyv n.,ayMS.l+wu .~Y. .rY"" ': ?.: x ~} "+';!
A ,.. ... 4. ,.. .. , .. ~,-~yw a ~~}
, _
.. ,
.
~. s .. '.. ...... ,.. ,. ... , .. ' ,r. ., i
..,~
,!: ,.
,
,~',F '!~
:' t..'
~.. ... ... .. ... ... .. .. .... , ,.. ,.., .,.. ~. .,...'x,•,N ..t.
, ' ~r „~,.
< •' ~
t
,, .. a .,.... , .., <... ,~....~, , .j
'4' 'i
• ,<>. .,.
~:
l] a > ~. .. .4 ... ... .. f .. •.. y
.. ... ...... .. ... ..., .... „...., ~ ,. .. .. ... ,... .. .. .3,. .e
.:. '
`-~.,
..~ ,
~. ..
. n,,,,~.. .. ,r. ,.
.1.. 4 t :5' ~~~ .,..J,ks ~:~,. ,~
:. ~ :. ~,,:>w.y., .:::
E. .
.. .. ..~, ,.. .. ,.. '.;'..ix .;
,., :~
~4„
... ...~,. .., ,..,., .,, ,. r....,. x ..:....,.N d. ..
.. .,x,-<.. ... .,. .. .. ~<. ,. "...': ~,., .,. .yo-. .;':r~ ~{: `.: ~"•'
~:x ~ i
Nr* ,
.. ,.. ... .... .. ,._. ,. , .....,,,,x,~. ... .:
„ .
o .>
,.,
'.
R
.p. .r '.t' +e'.,'.'I,.''. `3„ '~r' : .i `. cl q" : S;,"~
3 ;'i
..,,
.
vx
,
~
'
~
A
'
,
;~
.
j ~t
. ." . ~ .
.
_
,
,,,
U.
... ,. ,. .. < 1 ~. .., ,,.... ~ , , ,<.
Y. ~ ..1 d :~'
. .,, >
.1,. . 4 4 „
,. ;
4
~ M 4 ,',
,i.
:'c ~~'
„ ,
:.,:. , f
.. ... , .. ... , .. .. , < r ,~ ,.,,,, ,c. t ,i,i <{ ..
,
. ,
..
,, ~ ,
.,
, ..,.1 ,. • ... .. .. .~ 4y ., , .,. ,~n ,.. ., , p
..,..~ ...... ....... .,.s., .....x..~yJ..,c........~.,,,w, iri~u,4..:~.,~~~..-v..,........,~..a..,~+w,oy~1W lN••~~. `kl.1G~i.~h/,.Yw.. ~ ,". ^.. sir n. +~,..L~.a:..:1:.'. ~..' LF.~..~ t: S.~i/~~AY':
w....~.. x.:..~.y,.....GX:sx,,..n~ailc.r crxx.~zm~w,.,..1tx.i..~;.A,;,n;4. ,.K....,..,.q: :r• f.:
'} ~
`. ~~~~ ~~ ~ ~~~~~~~ Pr~~e r f
1
~~i~iF .]4.Y.1~NiFY~..., <...',+.. .. ,,.... F.... ~f +r ~ ~ -
":
c
i
2
3 ~~V ~~I V ~~~~ ~~YIYI~~ ~ t ~ '
E
• ! ~~~R~ '
i
f ~
i # ?
i ~#
_
~Jsage based Fees ~
'
•,y..,.....~,.,..., ... _
i
• ^ t ~ Pald ~~ 3 ~ f~~ €
Transaction ra~e~ per tra~sa~~n} ~~~ ~~~ orrven~ence fee
~~~
~ e
~
paid by End User
User f
Paid ~ _
~.D4
• Return Itsrns - Ns~ a ~ ~~nd r
i R
User t
~
'
{ i
' { 1
~
e •
~
e
e
}
1
~ ~~~e nsln~ ~~~ j
1
'
j ~ ~~~~~~~ a~~~l~~t~on ~\ f *1 ~r~ ~~~~t~~~~~~ r~~~~~ ~~~~~ ~ ~
~~#t~~ star#s ~~t~ mont#~ ~ ~~ ~~~ ~ ~ # ~ ~ h
~~
• s
Y ~ ~ ~
r ~
` ~
,
^
i
,
4 ~~~ ~~1I~~ ~~ ~~~~~ ~~iVV~~ 4 E 1
~
f----
~ ~f~~~C~ ~17~-~!?~?~}c~f ~~I 1~? ~C~V~1?~~ ~ f ., .,
i
.
:
C~~?~~~' ~~1~ ~~~ bbl ~ ~"~~17~. ~'d C~~~ ~I~~ l~~X~ ~~~ . ............
. ...
` }
•//-~~±L ~/~± 111 I+A~1F !~~{± ~A1 ~I~1~/'J~/I1Y~f~ ~~f~l^V~~1/y-l/1 rl~_/1f~~1~/i1i~ 1A
4 V ~V V ~~V ~ ~4R f ~~~Y M~ wA M Yf ~~~V f f MI I V ~ 1 4~ I~ V e
t
.....--~-~--- j
__
.,..~.....,. -•--------•----~..-...-.... ...................~.......,,
rr ## {{ rr rr
~ ~~~ ~~~i~ ~~~i~~~ ~~~I~ n~ ~~~f~~ ~~~~~~~ ~~~~l~ ~ ~
..._- ~-.-r.-~-..t-.,-.,-~...... ............. .. 4-_ _-._.~........~...~ ..~...~.......~..~.~.....~......~.~
....~...... ~.....,,., ~..~, ~..T~-~...- ...__..........
i r i
i
~ ~
...~-..-. -.-.~-,-.~..y
.-_~.__...-r..._-._.._........ ..-. iw-~-
i
E ;
•
r
r
~
4
#
` 3
: #
Total Ar~aunt Due
,
~~
~U~C~A~ ~~~~ ~UTF~oRI~ATIOI~ A~
AF~~~~lT ~oR DIRECT ASH I~THD~~II~VAt*
THIS SECTION NO SIGNATURE REQUIRED
l authorise Inoviun~ corporation to make direct v~rithdra~raf in the amount of f~orn my
bank account per the IUlaster Service Agreer~ent signed and dated: ~~„~;
~~~~ 0~ ~inancia! Irlstit~,ItiOn:
~-digit routing nur~ber;
checking or savings account number:,
This authorisation rill remain in effect until I provide the company v+~ritten notice of revocation The
notice o~ revocation must be provided in a manner specified by the company.
I agree that the entries authorized b}r this Agreement shall be subject to the rules of the Nations!
Automated Tearing douse Association ar other~applicable clearing systr~ a in effect on the
date of the transaction.
The individual si~ni~rg on behalf of the business listed beiovr represents that he or she has the
authority to sign this Agreement on behalf of the business.
dame o~b~ines;
Signed by (please print)
Title
Signature
Date:
14
INO~IUM~
ENTERPRISE PAYiVIENT ~~UTt~N
PR~CESIN SERVICES ARE~NlENT
This Enter rise Ra ent olutians Processing Services Agreement ~"Agreement"} is made by and between Inovium Corporation
p Ym
"Inovium" ,and the undersigned End User ~"end Use~'~ as of the date this Agreement is signed by Inovium below the "Effective
~ ~
Date"}.
Inovium and its third a recessing services provider, Jack Henry ~ Associates, Inc,, acting #hraugh its ProfittarsTM' Division
" ~, p ~ p ~ action rocessin services #ar organizations who
~ JHA ~, prav~des enterprise payment solutions relating to electran~c trans p ~
receive a menu from customers by paper checks or electronic ACH transactions, With respect to ACH transactions, lnavium
py
and JHA are the ACH racessars through which debit and credit transactions are submitted to the ACH Network in can~unction
P
with ACH check processing origination end settlement services, vllith respect to transactions invaiving image replacement
documents ermined under the Check far the 1st Century Check t ~ Act, Inovium and ~1HA provide capture ser~ces which
p
facilitates the processing of the image replacement documents with f nancial institutions in the Federal Reserve Systern~
End User is lawt'uily engaged in the business of selling goods andlor services to third parties tram wham it will receive paper
checks and with whom it will initiate end process ACH and Check ~1 transactions in the U.. Federal Reserve Bank System,
using lnavium's and JHA's respective enterprise payment sol~tians,
Thorofare, the parties agree as fallaws;
~ . Inovium a reel to provide to End User the Inovium and ,BHA enterprise payment solutions described in this Agreement and
g
an then-current End User processing services price list provided by Inovium or a Inovium enterprise payment solution reseller
Y
artner as the case may bed, an the Standard Terms and Conditions appended to and incorporated as a part of this Agreement.
P ~
End User agrees to use the Inovium and JHA enterprise payment solutions in accordance uvith these Standard Terms and
Conditions.
2. This A regiment shall became effective ante it has been signed by an authorized representative a# both Inovium and End
9
User, as of the Effective Date referenced above. This Agreement may be terminated by either party as pravwded in the
Termination section of the Standard Terms and Conditions.
~5
In witness of this A regiment, authorized representatives of the parties have sigr+ed this Agreement document where provided
g
below, in duplicate copies. .
1NO`~1UM'"
~~ ~~g~~~. i~~.~rada ~~ ~ .
;:. _
, y. ~ - -
5,•
... ~t .. ,. , ., i,~~_x ^.~ a
~ti.x ~~ f'~~& °` f ~` 9EE~3' y-~§ ` ~<, ~%."y~rrr.~h''. ~'Y ~~} f` k *fi !..- ,I" •'is. s} ~'ts E, °:-'h1'...:2~*".s•~,•~ `~/~'r•~ '~'Yt.;~;,
%~{%x '.;.,'!~'T` ~e.°'.4:Ye i11y .:3,~0~.Z~', ~.7~> cwt. ~'.. .~L~`a' ~L..~~ir:fR' .f ~. ..:t&~~rv'i ,.'Fa~..3.2s.:~~s ..sS~'Pi :~{4 F 4'r~• ~a~ri :a,'~Ai ~ - _~~~.R-;.S '.t.~.^t`3i.'fl.~i:?1=.R~~t. k.A., "~t7 y,%A.l'`?.", ~!i.:57;~;.1:r` S~. `,',,.~_ .if e4~.
-„o--.: f:.'• v. ... ~~!' .: "`1.'{:iA a.~j.; Y,.t- ',d w'd.:, },' ,:t">, -:SSiE b o<E. \ XY ,i~
~I~IfI~SS
Cor~ox~tion ~ R~r~n~r~h~p 501 Rio 'tore= ~lon P~~~~t ~~r~t F<~., L' wr-{[U6 .: ~,
~ ^ ~ov~rnm~r~t R~ibN~l~-~~~~d b. 1l:,~1 .~f":.,y.'
~1~,5~~iGA~ ~f p~llci~~~~d~
~~01~ r~~~~i i~idt! ~ 1~~4 .
h~~iC~) Add~e~3' ~.~ iii G6~b
iilii~¢ ~Q~l~s ~di~r~l~. - ~: F~ bode
~~a~ ~~n~a~~ , .~ Nur usEort~~r~5en~ic~.~dan~ kq~~~r:: bsi~ ids ~U~~
~.}.. .
~~~~r~~t~ iD i~~rt~~r ~~-i+~nn~~ ~ ~n,~ ~f•C~frtershi~ .
tim~ry ~~rd~~# ~a~n~ ~ ~~ ~ ~ ~A~: i'fIlmR~r ~ ~ ~ - ~~ i~0i+~~i; Sal ~~.~~igit PIN:
~C~114i1~ ~01~C~1Vd~3! ~~ '' >r~r!! N~R~~trt ~.~ dill ~d4rilS~:. ~i~14rA~i~it.~~N__
um~~r'of~oc~~z : ~: ~ys:~~4~ ~#~p4a~ ~
.. ins ~~e~''~
.E.
.i.
~ k 'tiaFf~~;>~3C- b. .~Y •1 .¢{ .~ ~ } d~ !' w d~ ~ .JP.s '~Y h`~r• ~4
~~~~~dri~~d~a~~lm~r :~rmt~~.~-.~in~~ ~~P~D
~..:~~~:~~h~k ~ ~I~~~r:~~i~`~~r~~l~~: ~ ~~nk~r~~~'~hk- ~~~ ~ ~~~ ~~~hori~~d~Cvn~~lmer~ pr~t~~ ~;R~~urr~w~ ~
'.i ~"; ~~
} . ~'
~4~H~~~~ik ~~c~~~~i~~h~~k :~~ `tai:~~~~l~ ~, ~~~~ - ~ "ke~~~ s i ' `~:., ~'~.
~~~ =~ - ~~
,.
~n
4
~ ~~ ~ ~~ ~~ I~e~th~n~~~+4~~un~ ~~~~C~i~ ~ ~~i~r~r~ ~~~f~ ~e«~~~a~~~ ~~~ ~ k 'ri or~~~'~s - R~~c~irrtn ~ ~'
., .
^~ C~~ait C~rd~~~k~~a~ n1~r e~~ ~~n~~~s~-~~~ ~f:.~~t~s~ ~'~F'~: '^ ~r~di~ ar~~i ~~i~i~ o~:~~~I~ ~.~PO~~~-
~8.~nk ~~~~ts ~ ~akurn$~ ~h~e~~C-~~~ov~r~-; ~~cr~~ .^ i'~d~.~~rd ~ 1~+~4~~.~~~~r~t~rna~ , .
a~u ~ii~
' ;.. '..
' {.'.
=~ >'it~~n:: +~ ~n~in~ ~~1~~~~~ v~~ T~~ri~`~ l~~k: ~~~~ ~~ ~ ~ ~~~ ~a~pt~: ~~i~o~i~~k orb
~~rt ~~caroT~~p~~~e +~~~~~~ ui~ a'~~i~~r~ ~n~~f+~Pi~~$~~~i~i~~~ir~p~~a: ~~i~~t~l~m~~~~ ~h~~~Nu~iblr
16
!a~`Ar~ Your~il~,0eat~ad~
I~~~~~t I~~il .4r~~ r,,,.,,,,,; ~a~~il ~~~~aun~ F~~a~~ ..,. ~ ~~t~~und ~#~arre ~ ~th~r
4
1
M~s~ri~~ Y~~r~~ma~ k4~~d~ a#R~~~e~ng 1~~ar~rooa~ ~r~d ~t~ii~e~
~usines~ ~es~p~~a ~4~s~~b~ ~a€~~~ ~h~~y~~~ a~p~a~uc~.~rs~~icts you.uuii~ be icctpp~~ ~~Y~~~~~..
~QUU ~k Y,~D a~li~~r4r~hip.Y~ur~c~~ itlS~ht ~pprpa~#mi~Yi~i.~~l~d~~ ~ af~tder~p~te ~~~l~~raQuctiS.Shipp~4?
~~~;
!$Ir~~.~41~4X ~roUi~~.d~ils.~f~~r~!!'~im ~o~i~~~
~~ ~~u ~ ~~ur ~~tl~~rt~~ ~ro~~ ~a~~~
. ~ ~ ~.
P~~1S~ p~a~i4~ ~e~r~s:ab4~tY~ut ~u~~~Q iA~~d ~~~~~ pr~~~s~~ ~ctiai~..'~~~ i~[am~~ti~ ~~~u ~ilb~r~i~~ ~~ irs~Qtio~de#~ni~~.~~uru~di~un~d~~. ~~~ii. ~~e~s~ ~ainp~~e ~I{ #~~ ~~~~;~~n$uriri~~atbai9r a~r~nc~aa
p~~l~ 1!i/~'IVS~ ~~ ~~9iI~.
#~UMB~R QF ~~~ ~ ~1; A~i~UN~' p~k #~ ~ ~ AL ~~t~~ OUI~` ~~ Ail ~~~
... ..
...:. .
_ ..
....... ..... .
~:
.i ..
.~~~lot~l~~ 1~1~~~: ~ .
:~~i'~ `
~~R
~~~Gk
~:~ ~I
Ado- ~~~~: ~~~ .p
0- Bi~~.~~c1~+ ~ ~ ~I~~~tfi1~r. .~. ~t~~~~p~~i~.~~
~7
>,~ ,:,.<,M.:,"s.,•, ~d ,v,f :.. ,n:.:.i:~-'.";, st>>. ae:~.:~~.. .rwrr. .:z ~w •; ,i •.s,!"i~o~ r.'.. .r.<, .~ „a ':rte s~- rh:~','< \,'~ ~: ;Li;.... r~';:: i, i,:w' "~'i.'..U,.h.:,",`S;:d
,E-~":t ~`<.' ,,.: V;;"F`.'„~ .<.<.. sz ". #'. .>. ',.,,: " uk ~ [y gip,' a:i ,~ , r.,#;"a' .,~i7 '%d' f'~ti'A~;"Y.~: ~a'"='~ 'a~:>"~>'.s";',s°`::kk;,•"Jr'~..,.. -"~3::,~;;
'~ :•oq}.., . tip ,,.. „ . '•
~. „".,;.,, ,. ,,.,.:e .. ..~y,Q;~„}~H, ,<~;. ,."~` ++~~cc~~.1!) #~"~'1'F.~~, ~s •.~^.~ 1~:-~ ':A4~" .~~.. ~!4\' n!'.: ~.~",,.~.y ..1f1,..~,~4, ova:, ,~t~-• - •1.1..;,
,. x .r ,
.~ }~
-, a, ...,.rrn.a, .4..su1}; ~,., •-..,.:':' •.a"'',~ ~.iJ <~~ wiy '. .:a s.. .I,=" ,ii.: r.s~ ,"~~~" ..:.e... ",S, `.ir„a Lh;'.~":~;'.!v,.f,'~i,
.,:.:.". ,., ...x "....",. .. ."4>~,s,.. ,...3~",~",,.,,r ~„ ,+.~r " ,~¢'",.S "r: ~3~ii'~...~~',k:~~~" ..~,. ~~•.;q~i ~.~7':,. ,~:'~'.> y~ .3':~:,.!:.:
,,.
, , , ~ ..,
'~~
~~e~~e ~i~~ tf~ fill ~e~v~+ rtl i~#prr~i~#iQr~ ~a~ p~~~id~ ~i~ ~e.h~l~~ is1 ~tr~~# c4nfid~c~.
If vau ~r~t~re~ ~~ur tick m~~l t~ ~~~e t . ~r~u rn~v ~ki~ t~l~ ~ectior~:~
rimh~ pl~ter~~u~~~rl~~m~ . itl~ u~nerthi~ ~~ c~~ ~~curtty NumDRr
amr.~dhrej~ IP ~~4~
a~.aFBi~ ~ phan~ N~mber~ ail Adc~ss
~~a~dnry der ~ ~~un~r #~n~
f' itl~ ~urte~l~#p: *~ ~ aa~al ~~~u hih~l6~r~
~~~~h~~t Ily fP G~d~
~ of ~iNr ~Mt ~h~n~ hlurndtr mail FV4dn`~S
~~~#~If~G ~f~F~IIATI~~~
i~kk N~m~ . dnk.411i6#[:~~A.~ ~ h~n~ I~mhec.
~A~x ~ddless IR ~qd~
.'.. ....
~m~ ~A aak, ~CCadh~. ...
M ~ch~A~;~~Ga~'.~-0~gr~. ..... k.~GA~~I1~~u~~~
~~~. ~FAIIl~4A$~d ~I~II~I~S~411 ~11~. ,
4:y' ,:,Yaf ,ti. ~ •~"~ S"p. ~ #",.,,~F3i.. °k. ., "~"e'. ~ n. :r~?; ~'~~xL,~~Y'<>~ 4rs~ •, l•w
f 4"a ~,3 x '~.< n n~. r .Y gY !°b;',' ~} "t.rc.~"Lw", 7' p°~~< ~ it~r..,, 3F~~; ~ ^~'a:'.;y:
r t~ i~<"3j',~,~§~ .. , 3 '?:" ' i ,. .~ .a ~, r. 1"~' ~, ~~ "~~`'S~~~ r7.C>, Y,'Y.Se',. ~.+7'y,'3P .a.,~, p ,,.;ii:ys# !~. ~~::.<.;!t':~,~Y~9°•
;#"',.~'kS~'~;'~, s%, .<,.>,<L';~.',~5~4"°~~`,', :` ~t 3 `%,~ <~:.x ',~'~ti;.:i'.~ .r a~} ',~.d.~~ ~C ~xf.'..~s "'.aC~isro'~.~<t°~;~~5~"~..,~~.~..
~ h~h~l~~:~,t~h~ €~r~~~~rr~ 1~~~~~ ~u~me~~ ~ IIrGh~' );, ..:. ~. ,~Inati~i~m~ ~arp~ri_~n end id's ~~e~~ir~g ~el~t~>'~~an~~ ti~~r~~n,'#~~. un~~r~i~n~d:
~#~fi~ ~~ ~~~~r~~~ ~f .~~ t~~ f4~~~~1ng:il~f~rr~~~r~. end: ~i~~~ ~li~vium ~rtid'it's ~~~~es~~~ ~ts#, B~~f~, ~~~~it Bu~~~~ nr~~kf~~r inv~~~ati~r~~
~r~~~ ~~'c~ a~t~d~~ u~~i~:~i~ ~~;, ~ ~~i ~ try , e: ~~~~ ` ~~~Il~r~f 'r~nc~~`~~k~~ ~ ~ ~ ~~.~r'~p~l~~r. ~~Ik~~nt~it~~~:~ :r~'.~..~r~~~ ~~me~i:~.
,.
~l`.S /`
' .. .. ~ ..t ..... ... .• ....
~r~=i~i~r~l~~~~~k~el` ~r~~i~~ :'~~.~ni.~~~~r~ci ~m~i~~~lwl~r~~~;~~tr'~~~r~~~~ ~r~fi~i~l r~~~bn~i~llt~~=~}~~r~~~f ~r~y~~f
.~
.:.
... ~.: ... .,.. ,, . ,. .. y . ~.. .:.. ,, ...,..
. -. -
~~re~rr~n~~it7fv~m~tion;~.T~~~~d~~ign~d:fr~l:~to if.y:~.~n~viu~ ~n~ ~"~:~~~e~~~~~e~~-~# ~n~ ~nd.~~ ~r~~ii~l~ m~~~~~~~~.:f~~rn:
;~•. ':'~
} ~~+'~ : ~t~ "~. y~~ ..~" ~, :~' !I'r ~i~ ''C' «~i~~~tM f ~~ i~~-~~~.~ . ,.rl ~~~ ~er~~r Int~R`~t~t5
~-~,Q:.~If~'k~,l~ f~~.11~~~3fcl~iii~l'I... 1~~ _ ~~,~#17~~1~:~~.~~11~ ~~~.I~., r~~711~. ~ . I~ ~.:~., I~ ~;~C~~r'I~ . ~~ 4 ~~. LI~1~ ~ ~~, .
~ ~ F , ~ ~ ~ ~ ~fl~ . ~i.:~ ~ .... ;.. i' : = ~ - ~ ~rr~~.~ . ~+ .~~ , . .~t~~ ~I~ ~ `~~~~~~~~~~~ i ~ ~~~1~~rii ~~~~in ,
• Y ~~~ 4 4
...„, .
..
~~ ~o~" ~ ' ~ ~ r~ :~t _ r't ~~~,~.. m as ~i ~ i, , t ~f ;~~ ~ rcpt' ,.: I ~ ~~~~~: ~ ~ ~ ~ ~ ~~ "~~~I~e~:' ~i ~~~d ~"~I =~~rh~:~r
. , y.y ..
,F; .. ':r.: ...;'' ~~ •"f '~.` ';F "~.,.. tip;, •_. ..1' ,:,_.
rc ~~r~' ~r.~ ~ ..I: ~ ~r~rn~~~; - ~ ch~~. `~rrt~~~~ . ;~:,..~~ :.~~~'~: - a~ e ~ ..:~~ ~ q :~~- r~' cl.~# ~ -~` ~r~ii~~' ~ # ~~.,~~~ :~ a ian
.. .
. :.. -:. - ,- ..::- :f -
r ~ . ' ~ .., ~.t~ ..: k `:., .., . ~ ~ ~"end` ~~ r ~ ~~ ~ ir7 , i~~r ~ . ~ec~r fry
., .. ,
.'.: _ ~ .
.. r _ ... ~_ , ,
..
...
-~r~f rte " i ~ `f~ i Its n I' ~~ t ~ r ~ ~i .. ~r , ; f ~, f ~ ~ ~
.. ,
~~I ~~~ r ~i ~ ~ ~ n I~~r~~ f~ ~r~ ~ I~ted~ r~ ~ r~-. r nci I . ~r ~ ici~k#ie~. , . ~ :.~ ~~ lip ~ I~ s. ~h~ll ~ 'oi I ar~~ ~~~r~ra ~ II~~I~~
I~ ~ ~' ~ n ''" r ~ , r~~ ~ ,~~ ', . ~ i ~~~. gin" ~ III I a ~~ f ~ ~ ~ : irti~urred ~ . to ` . d'~ '~ r~ ~ _ ~,
~~
~ty'~~~a
~~~aw Q~ Sw "~~, Lo In o
CST Q~~.ce
~~~~~~y ~i~ti~ire
last
~t
''S<°;~t k~:i.z.:~F,rx.. s 1 ~' L"~ .YSw"'s-,,.-<. ~#5~~. ~i~L;'.t`~a.
is ., . .. ...: ,' ,.. , -. .:; :- ,'.,:'~'...'.' .: ~,,.- .. _ ,' - - - - "'. ... .
:.-.. , , ~ V t ~rit~-~o ~~~t~ h~ ~ I~~~ R m~~t~ ^~: AC.I~'.~~r~ice~ >~~ ~~e~t i~a meat ~' UGH 5~rtri~es:
as:~~e~r talr~ed that,fl~~ .Offic~~(~) 4st~~ ~~e lid a h~ ~kitli~ .. t ;, ~ ~y , , ..' -... ~P~ a~or~",~"~ , ~ . ,
~eemerrt"; end III ~f its a~~~i~t~d ~~pparti~~'d~eum~~tx.' ~~~t~~~ b~, ~vand a~ ai~ec~ors gin:. ~~~~~,
~i4ertt: ~~~:
tN~iA~ ' ~ AntN
T~ ~~ ~~~pl~t~~ ~~ Yr~~viur~r~Cor~~rati4n,
rti ..
k.'
~Igr~et~
Date;
Please attach a voided check here
mandatory
By providing the above attachments shown it will expedite the
approval of your ACH Application
t~
~TANdARD TERMS AND C~NaITIDNS DEFINiT~QNS
following terms used in this Agreement shall have the meaning
^afied below:
°ACH Transaction"; An electronic payment transaction onginated
:nd User and recessed throe h the ACH Network in the Federal
p 9
erve System
"Administrator'": The End User's employee who has been
ignited as End User's primary contact with the Processor for the
rites and has been appointed by End User to manage the
Ministration of Services access, including passwords, and
~municate authorizations to the Processor.
"Bank of First peposit": Irr a Check ~1 Transaction, the financial
tution which receives the Entry from the Processor and transmits
Entry through the 1=ederai Reserve Bank system for trar~smittai to
Customer's financial lnstrtution far debit or credit to tfre Customer's
punt.
yCheck 2~": The Check for the 1st Century Check 2f }Act and all
~lations pertaining to the Check Z~ Act
Check ~1 Transaction"; An electronic payment transaction
:ir~g an Image Replacement Document BIRD}permitted by Check
'Confidential Information": The aftware programs and
jrr~entation used by the Processor to provide the services to End
r and passwords and ether information or materials of a
~~dential and proprietary nature that the Processor provides to End
under this Agreement.
`Customer': End User's customer who submits a payment to End
r by means of a paper check ar ACH transfer.
'Entry': A transaction submitted b End User to the Processor for
Tessin by the Services and further defined in the NACHA Ruffs.
g
'Image":The image that results from an electronic scan of a paper
:k by End User.
'End User Account"; Anon-interest bearing commercial demand
wit bank accaunt which End User has set up far the Processor's
ass to settle ~inanciai payment transactions under this Agreement.
'NACHA Rules": The then•current rules, regulafians and
edurai guidelines published by the National Automated Clearing
se Association ~"NACHA"} andlor all regional payment aiiiances
dated with NACHA.
'Originating Depository Financial Institution" or "ODFI": In an ACH
~saction, the financial institution which receives the Entry from the
;assay and transmits the Entry to its ACH Operator far transmittal
Receiving Depository Financial Institution for debit ar credit to the
tamer's account, as these terms era further defined in the NACHA
"Processor": As appropriate ire the context of the term
terror" being used, Inavium or a third party processing services
per of Inavium who provides processing services to End User in
~rdance with this Agreement. As of the effective date of this
:ement, Jack Henry ~ Associates, Inc., ProfitStars Division
A"}, serves as a Processor with respect to its ACH and Check 21
ices provided to End User under this Agreement,
`Reseller": A party authorized by Inovium to sell and deliver the
vices to End User.
`Services": Tl~e ACH processing services andlor the Check 21
erring services provided by the Processor to End User under this
:eman#,
`Settlement Reserve": An amount deposited in the Processor's
c accaunt which End User provides to the Processor far settling
offsetting financial obligations of End User under this Agreement,
'Software": Software programs and associated documentation and
.vials that the Processor provides to Er~d User far use with the
ices.
ET-UP ANp DELIVERY OF SERVICES
The Processor, either directly or through a Reseller who has
ratted for the delivery of Services with Customer, shall provide
Services selected by End User. End User shall utilize and access
services in accordance uvith the terms of this Agreement and the
ticss and procedures established by the Processor for the
ricer which have been camrnunicated in writing to End User, As
part of the End User set-up and boarding process:
~a} An End User Account will be established by each of the
Processors at a financial institution of the Processor's choice which
will serve as the settlement accaunt far ACH Transactions and Check
21 Transactions processed by the Pracessar far Errd User. T1'~e End
User Account is a custodia~i account in End User's name but under full
access and control by the Processor aline.
~b~ Each Processor vrill provide End User with an administrative and
gateway user name and password ~"Password"} to access the
Services which are hosted an the Processor's processing system. End
User will designate an Administrator who shall be the sole individual
vested with the authority to determine who will be authorized to use
the Services; establish separate passwords for each user; arrd
establish limits on each user's authority to access information and
conduct transactions. End User is responsible for the actions of its
Administrator, the authority the Administrator gives others to act on
End User's behalf, and the actions of the persons designated by the
Administrator to use the Services. End User shall take reasonable
security procedures and practices to safeguard the confidentiality of
the passwords; limit access to its passwords solely to persons who
have a need to know such information; closely and regularly monitor
the activities of employees who access the Services; and prohibit its
employees and agents from initiating entries in the Services without
proper authorization and supervision aril adequate security controls.
~.2 The Processor uvill provide to End User processing Services for
the Entry types indicated in the End User set-up and boarding
documentation andlor its contract with Reseller cif applicable} which
End User wishes to utilize. Each Processor reserves the right to
withdraw the processing Services provided generally to ks customers
including End User for individuai Entry types from general market
availability and coverage under this Agreer~ent upon ninety {90} days
prier written notice to End User. Ta the extent reasonably passible, the
Processor will first attempt to process an Entry in the Services as are
ACID Transaction, unless the Entry has clearl~r been designated to be
processed as a Check 21 Transaction, provided that the Entry fully
qualifies to be processed as are ACH Transaction according to
applicable NACHA Rules and the Processor has received all of the
required information from the Image or paper check necessary to
process the transaction as an ACH Transaction. If the Entry cannot be
processed as an ACH Transaction for any reason, then the Processor
will process the Entry in the Services as a Check ~1 Transaction.
~,3 Prior to submitting an Entry to the Processor far processing, End
User shall secure all authorizations and approvals from its Customer
and deliver any notifications pertaining to that Entry which are required
by the NACHA Rules andlor applicable laws and regulations. End
User shall be responsible for the accuracy and propriety of all Entries
submitted to the Processor for processing. If end User utilizes a
scanner to create Images which are delivered to the Processor for
processing, End user shall be solely responsible to ensure the
accuracy and completeness of the image transmitted to ti}e Processor
for processing.
~.4 End User acknowledges that the Processor has speci#ic
processing deadlines imposed by its ODFI and the ACH Operator for
ACH Transactions and by the Bank of First Deposit far Check ~1
Transactions. Files received by the deadline will be transmitted that
day to the Federal Reserve Bank for settlement an the effective entry
day, Fifes received after the deadline wilt be processed the next
Banking pay as defined in the NACHA Rules.
~.b For Check ~f Transactions, the Processor will oat be responsible
for printing any substitute checks which maybe required by a financial
instatut~on ~n order to receive and process the Entry.
2F~ In the event of any conflicts in the instructions received by the
Processor regarding End User or any Entries relating to them, the
Processor may at its option and with or without nonce, bald or
interplead, comply with the legal process or ether order, ar otherwise
limit access by End tiler or by the Processor to the funds, Entries or
proceeds thereof.
~. END USER ANp SETTLEMENT RESERVE ACCOUNT:
3.1 Errd User shall immediately reimburse the Processor for any
shortfalls that occur due to non-sufficient funds in the End User
Account. The Processor reserves the right to delay the availability of
funds for deposit without prior written notices to End User if is~ its sole
discretion the Processor deems itself at financial or relative risk for any
and all Services performed under this Agreement,
3.~ If the Processor believes that its financial exposure and risk in
delivering Services to End User is significant or has increased
24
aerially, as an express condition far providing Services to End User,
Processor may at any time require End User to maintain a
Karate Settlement Reserve account of an amount to be solely
ermined by the Processor. This Settlement Reserve will be
posited in anon-interest bearing Processor account separate frorrr
End User~Accaunt for exclusive use by the Processor far purposes
offsetting End User's obligations under this Agreement. if End
pr's Settlement Reserve falls below the required amount, End User
horizes the Processor to immediately replenish the Settlement
serve to an amount to be determined by the Processor via an ACH
pit to the End User Account or by a direct deposit to the Settlement
serve. End User grants the Processor a security interest in any
Clement Reserve so that the Processor may enforce any obligation
~d by End User under this Agreement without notice ar demand to
~ User. End User's obligation to maintain a Settlement Reserve
ill survive the termination of this Agreement far the duration of the
urination Period during which time the Pnxessor's security interest
III cantinue~
End User hereby acknowledges and agrees that the Processor
dl have a right of setoff against any and all fees, returns and
ands owed the Processor by End User under this Agreement.
USE OF RENiUTE DEPOSIT' CAPTURE SERI~ICES:
nd User utilizes the Processor's Remote Deposit Capture Services,
fallowing supplemental terms shall apply to those Services:
All checks deposited electranicaily by End User through use of the
rote Deposit Capture Services shall be subject to the following
uirements;
The original paper check will not be deposited through the Remote
yosit Capture Services mare than once;
All checks will conform to the requirements of End User's deposit
cement with its finanaal ins~tution; and
End User shall review and validate the accuracy acrd completeness
the check data being captured including but not limited to the
Hunt of the check and the legibility of the check Image generated
n use of the Remote Deposk Capture Services;
End User shall be solely respansibie far the selection, use and
;ration of the scanner equipment used to capture the image using
Remote deposit Capture Services, including the quality of the
age results generated from the scanner. Any scanner used by End
~ uvith the Remote Deposit Capture Services must meet the
7nical specifications for scanners published by the Processor in
er to be deemed compatible with tt~e Remote Deposit Capture
vices. The Processor may offer scanners for purchase pr lease
ch it has certified are compatible far use with the Remote Deposit
ature Services for purchase ar lease to customers of its Remote
posit Capture ervicesF Any purchase or lease of scanners by
ant from the Processor or a Reseller for its use shall be transacted
wean End User and the Processor or a Reseller~ in a separate
iipmer~t purchasellease agreement,
End User shall be solely liable and respansibie far all damages,
ores, expenses and claims arising Pram any of the following:
Duplication of images transmitted by End User to the Processor
Hugh the Remote Deposit Capture Services;
Alteration of scanned Images not caused by the Processor's
vices or Software;
Deposit of checks ors accounts vrith insufficient funds, counterfeit
~l<s, fraudulent checks, or checks bearing unauthorized or forged
~orsernents;
Acts of fraud, negligence or willful misconduct committed by
piayees of End User in depos+ting checks using the Remote
~asit Capture Seruices;
Hardware failure not caused by the Processor's Services or
aware; or
End User's failure to properly stare original checks once the
~nned Image has been captured.
PRICiNC AND PAYME#~T:
End User shall pay the Processor or Reseller ~i# End User has
~tracted for the Services to be delivered by a Reseller~ the fees,
~alties and charges far the Services shown in the then-current
ndard published Services fee schedule far End Users located in the
United States which has been pravided to End User. All amounts are
stated and due and payable in 11.5. dollars, and are exclusive of any
taxes ar other charges which may be impaled by a government entity
on the Services, except for taxes due an the Processor's income,
5.~ After the initial twelve month term of this Agreement, the
Processor reserves the right to increase the Services fee rates once
each twelve (~2~ month period during the term of this Agreement by
no more than ten percent (1~°l0~ from the previous Services fee rates
by giving End User at least thirty ~3g~ days prior written notice of such
increase,
~. NACMA RULES AhiD PRCCESSCR`S ~UIDEI_INES: Each party
shall comply with the then-current NACHA Rules which apply to ACH
Transactions processed under this Agreement. In addition, each
Processor may publish to End User and other End Users its own
standard operating and implementation guidelines far the Services
with respect to specific NACMA Rules which will govern and apply to
this Agreement as if set forth herein.
~. CCNFIDENTfAL INFORMATION ANp SECURITY
PROCEDURES:
T,1 End User shall protect and maintain the confidentiality of all
Confidential Information disclosed by the Processor to End User under
this Agreement and comply with the security procedures described in
this Agreement and ire any of the Processor's policies and procedures
communicated in vuritinq to End User. End User acknowledges that
the purpose of these security procedures is far verification of
authentici#y of an Entry and riot to detect an error in the transmission
or content of an Entry. Na security procedure far the detection of any
such error has been agreed upon between the Processor and End
User. End User is strictly responsible to establish and maintain the
procedures to safeguard against unauthorized transmissions.
7.~ End User understands that the password ar~d Services access and
use instructions pravided by the Processor are confidential and agrees
to assume all risks of accidental disclosure or inadvertent or wrongful
use by any party whatsoever except far the Processor, whether such
disclosure of use are on account of End User's negligence or are
d~iberate acts. End User acknowledges that r~o person from the
Processor uvill ever ask for any password and that the Processor's
employees da Hat need and should not ask far End User's password.
~.3 End User shall change its password periodically and whenever
anyone who has had access to a password as no longer employed or
authorzed by End User to use the Services. The Processor may
require End User to change its password at any time. The Processor
may deny access to the Services without prior notice if it is unable to
confirm to its satisfac~on any person's authority to access the
Services ar if the Processor believes such action is necessary for
security reasons.
7.~ End User acknowledges that the Services and Software pravided
by the Processor under this Agreement incorporates trade secrets of
the Processor and its licensors, and as such is protected by civil and
criminal law. End User shall notify the Processor immediately of the
unauthar~zed possession, use or knowledge of any item supplied
under this Agreement by any person or organization not authorized by
this Agreement to have such possession, use or knowledge. Thor
Processor shall have, in addEt~on to any other remedies available to it
at law or equity, the right to seek injunctive relief enjoining any
wrongful use or possession of the trade secrets canta~ned in the
Services or Software by any party. End User acknowledges that
irreparable harm will occur to the Processor in the event of such
wrongful use or possession of the trade secrets contained in the
5er~ces or Software and that other remedies are inadequate.
8 DATA PRIVACY Ahlp SECURITY EY THE PROCESSOR:
8,1 In accordance with data privacy laws and regulations applicable to
this Agreement, which may knclude but not be I~m~ted to the Gramm-
Leach Bliley Act {"GLBA"~ and the Health Insurance Portability and
Accountability Act ~"HIPAA"}, the Processor shall not disclose or
permit access to or use of the Han public personal information of End
User or its Customers made available by End User to the Processor
far any purposes other than thane speciilcaily required to fulfill the
Processor's contractual abligatiorts with End User. The Processor
shall not sell
the information regarding End User ar its Customers far any reason. In
connection with praviding services to End User, the Processor sha11
take all commercially reasonable steps to ensure the privacy and
security of the information of End User and its Customers ~n the
Processor's possession and protect against anticipated threats and
hazards to the security of such information. The Processor shall take
all commercially reasonable steps to prevent unauthorized access to
or use of such information that could result in substantial harm or
~~
~r~venience to End User or its Customers. In the event any court or
uiatory agency seeks to compel disclosure of the information, the
cessar shall, if legally permissible, promptly notify End User of the
:lasure requirement and will cooperate so that End User may at its
~ense seek to legally prevent this disclosure of the information.
Each Processor has separately published its data privacy and
urity compliance commitment to its customers, which corresponds
~ minimum to the provisions of #his Section 8 as of the effective
a of this Agreement. Ta the extent that additional commitments by
Processor are reflected in future published versions of this policy,
;e additional commitments shall be incorporated as part of #his
Bement without further actions by the parties, In no event shall a
ire published data privacy and security compliance statement
red by the Processor lessen or eliminate any of the corr~mitments by
Processor stated in this Section 8.8,3 If a breach of security results
sn unauthorized intrusion into the Processor's systems which
ctiy and materially affects End User a its Gustomers, the
censor will take appropriate measures to stop the inttusion; report
the intrusion to End User within a reasonable time after discovery
1e intrusion; subsequently report the corrective action taken by the
censor in response to the intrusion; end provide reasonable
istance to End User to support any mandatory disclosures about
intrusion by End User to its Customers required by law. If the
censor has notified law enforcement agencies about the intrusion,
Processor may delay its notification of the intrusion to End User
l authorized to da so by the law enforcement agencies.
VIIARRANTIES:
Each Processor warrants to End User that its Services will be
'ormed in a professional and timely manner consistent with ACH
Check ~1 transaction processing industry standards and in
ordance with the NACHA Rules and applicable laws and
~lations and any written policies and procedures communicated by
Processor to End User. l n the event that End User discovers an
~r in the Services a Software which has been caused by the
Lessor, if End User has contracted directly with the Processor far
Services, End User shall irrrniediately notify the Processor of the
~tence and details of the error; if End User has contracted with a
yeller far the Services, then End User shall provide this notification
Reseller, The Processor shall apply commercially reasonable
rte to correct the error within a reasonable time after the
wessar's receipt of nati~catian of the error. EXCEPT FOR THE
~EOOINC VI~ARRANTY, THE PROCESSOR MAKES NO OTHER
RRAhITIES FOR THE SERVICES PROVIDED BY THE
)LESSOR, AND THE PROCESSOR DISCLAIMS ANY AND ALL
~MISES, REPRESENTATIONS AND 1NARRANTIES VIIITFf
~PECT TD THE SERVICES, WHETHER EMPRESS OR IMPLIED,
LURING VIfARRANTIES OF END USERA8ILITY OR FITNESS
~ A PARTICULAR PURPOSE, The Processor does not guarantee
completeness o< accuracy of the inforrna#lan provided from athird-
y database, The Processor shall have no liatility to Erxd User far
invalid Customer information provided by End User ar Entries
mad unpaid to End Ur,
End User warrants to t#~e Processor, the ODFI and tl~e Bank of
t Deposit that all Entries submitted to the Processor far processing
comply vuith applicable NACHA Rules, laws and regulations
wining to the Entries.
V11 ith regard to Check ~ 1 Transactions, the party who prints a
stitute check shall be wholly liable for all Check 21 warranties and
liable indemnifications associated with the printed substitute
ck. The Processor
II not be liable far the duplicative presentment warranty or any
stitute check indemnity as they may arise under Check 21. The
Lessor shall only be responsible far the legal equivalence warranty
er this Agreement if the Processor is the party uvtra does the initial
version of End User's Entries to a substitute check, and in no
nt shall the Processor be liable far any subsequent degradation to
substitute check which may occur due tv the handling of the
;#itute check by any third party.
NDEMNIFICATION:
Each Processor shall indemnify, defend and hold End User
Wiens frarn and against all claims, actions, lasses and expenses,
adin~ reasonable attorney's fees and legal costs, incurred by End
r arising out of a third party claim that the Services ar Software
red and provided by the Processor under this Agreement infringe
valid intellectual property rights of the third party, provided that the
Lessor is promptly notified by End User of its receipt of notice of
h claim, is given control of the defense or' settlement of such claim,
is given reasonable assistance requested by the Processor at the
Lessor's cast with regard to such claim,
1D,2 End User shall indemnify, defend and hall the Processor, the
ODFI and the Bank of First Deposit harmless from and against all
claims, actions, lasses and expenses, including reasonable attome~s
fees ar~d legal casts, incurred by the Processor, the ODFI andlar the
Bank of First deposit arising out of ~a} End User's breach of this
Agreement, the NACHA Rules or applicable. laws and regulations; ~b~
return of an Entry due to incorrect or incomplete data or ~nformat~on
provided by End User in the submission of the Entry to the Processor,
a closed Customer account, ar insufficient funds in the Customer
account, andlor ~c~ fraudulent activity, uvrongful ar unauthorized use of
the Services, ar submission of fraudulent or illegal Entries by End
User or a third party wl~a has gained access to the Services through
the use of End User's password.
11 LIMITATIONS OF LIABILfiTY:
IN NO EVENT SHALL ANY PROCESSOR, THE ODFI DR THE BANK
OF FIRST DEPOSIT BE LIABLE TO EiVD USER OR ANY OTHER
PARTY FOR ANY LOSS OF PROFITS OR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE
DAMAGES, EVEN iF THE POSSIBILITY O1=THE OCCURRENCE OF
SUCH DAMAGES WAS FORESEEABLE, Except far the Processor's
indemnification liabilky stated in Section ~~,~ above and damages
arising from any action Qr inaction by the Processor which constitutes
fraud, grass negligence or willful misconduct, the Processor's
aggregate, cumulative liability to the End User far aN claims of actual
direct damages relating to the Services provided by the Processor,
#his Agreement, or tl7e relationship between the Processor and End
User, including any cause of action In cantrac#, negligence, tort, strict
liability or otherwise, shall not exceed an amount equal to tf~e total
amount of ail fees paid by the End User to the Processor or a Reseller
has the case may be} for Services delivered under this Agreement
during the three ~3~ month period preceding the origination of the claim
g'sving rise to liability.
~? TERM AND TERMINATION:
~ 2.1 Term: This Agreement shall have an initial term of twelve l~ 9 2~
months from and after the Effective Date, Upan expiration of the initial
terra, this Agreement shall automatically renew far additional
consecutive twelve ~1Z~ month terms unless ether party gives written
notice of its election not to days prior tv the er~d of the then~urrent term.
~ 2.2 Termination: This Agreement may be terminated by either party
for cause upon giving the other party written notice of the breach of
this Agreement committed by the other party and giving the other
party a reasonable time to cure the breach. For the purpose of this
Agreement, a reasonable time to cure the breach specified in the
written notice shat! be deemed to be.
~1 ~ For any breach of Sections 2.1 ~b~, 3. ~, 5.1 or 7 above: Five ~5~
business days from receipt of written notice.
2} Far all other types of breach of this Agreement, except as provided
below: Thirty X34}calendar days from receipt of written notice.
Notuvithstanding the foregair~g, in the event either party materially
breaches any provision of this Agreement by fraud, act of intent to
defraud, failure to notify the other party of a material change in party's
financial structure or a material change in the information orrg~nally
provided to induce the other perky to enter into the Agreement, the
non-breaching party may immediately terminate this Agreement in
writing without giving the breaching party an opportunity to cure the
breach.
12.3 Survival of Obligations: Tire provisions of Sections T, 8, 9,14 and
1~ of this Agreement and any other provisions of the other Sec~ons of
this Agreement which by their nature should reasonably be expected
to continue to apply after termination of this Agreement shall survive
the termination of this Agreement. Itr addition, the Processor will
cantinas to hold the End User Account and Settlement Reserve
Account balances fallowing termination of this Agreement for a
reasonably suffcient period to cover ar~y final refunds flr returns of
Entries which may be processed by the Processor after the effec~ve
date of tern~natian of this Agreement.
~3 GENERAL PROVISIONS:
13. ~ Governing Law; This Agreement will be governed by and
construed in accordance with the laws of the State of Texas, without
regard to its con#licts of laws principles,
13.E Notice; Any notice req~rired or permitted hereunder shall be in
writing and shall be sent by certified mail, return receipt requested, ar
by overnight express marl, with proof of delivery retained, and
addressed to the respective parties at the address set forth in this
Agreement,
~2
.3 Assignment: This Agreement shall not be assigned or delegated
End User to any other party without tine prior written consent ~
~vium, which shall not be unreasonably withheld,
.4 l,egai Fees: In the event of ar~y dispute arising out of or related to
~ terms of this Agreement, the prevailing porky sha11 be entitled to
}over its reasonable attorney's fees, court casts and collection
senses in addition to any other recovery.
.~ Force Majeure: if performance by the Processor, the ~D1=1, tl~e
nk of First Deposit, or any of their respective affiliates, of any
rvices or obligation under this Agreement is prevented, restricted,
eyed or interfered with by reason of acts or events beyond their
~sanabie control, including but not limited to lobar disputes and
kes; acts of nature, flre, floods, lightning, hurricanes, earthquakes
severe weather; utility or communications failuree; failures of t#~e
tFl, ACH or Federal Reserve Bank system network; computer
~QCiated outages or delay in receiving electronic data; war, civil
rimatian ar acts of terrorism; ar the introduction of any new law,
ler or regulation which prohibits ar restricts performance of this
reement, then the Processor, the DDFI, the Bank of First Deposit
~ their respective affiliates affected by the occurrence of such acts
events shall be excused from their performance hereunder to the
ant of the prevention, restriction, delay or interference.
fi Amendment: This Agreemer~# may be amended only by a written
:umer~t signed by authorized representatives ofbothparties.
7 Entire Agreement. This Agreement contains the entire agreement
wean End User and lnavium relating to the subject matter
addressed herein, and supersedes any prior or contemporaneous
understandings or agreements, whether oral or written, between the
parties regarding the subject matter of this Agreement.
13F8 't'hird Party Benefciaries: Each third party Processor of
services under this Agreement shawl be an intended third party
beneficiary of this Agreement, to tl~e extent that this Agreement
pertains to the third party Processor's provision of Bervices or
Products to End User. The third party Processor does not assume
any of Inovium's obligations under this Agreement. As a third party
beneficiary, the third party Processor shall have the right to pursue
legal action directly against End laser ire order to protect its rights to
the Products or Services which it provides to the End User and the
intellectual property of the Processor and its licensors which is made
available to End laser under this Agreement.
~3