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TransArmor
®
Data Protection and 
Services Participation Addendum
1
Omaha_R_CloverDPTA_2412
This TransArmor Data Protection and Clover Services Participation Addendum (this  supplements, and is hereby made a part of, the merchant
services agreement (the  you  have entered into with Processor (the entity named and defined in the signature block below) and Bank or their
respective predecessors. First Data Merchant Services LLC 
Processor and Client hereby agree as follows: This Addendum governs the provision of the
Clover Service and one or both of the Data Protection Service and/or the Clover Security Services (each as defined below) (collectively, as applicable, the 
or  you by Processor. By signing below you are electing to receive the Service and you agree to the applicable terms and conditions set forth in this
Addendum. Electing to receive the Clover Service means that
you shall also elect at least one of either the Data Protection Service or the Clover Security Services
for each merchant identification number  The Clover Service is provided to you by FDMS and the Data Protection Service and the Clover Security
Services are provided to
you by Processor, and not Bank. Bank is not a party to this Addendum, and you acknowledge that Bank is not liable to you in any way with
respect to the Service. The Service, transactions processed, and other matters contemplated under this Addendum are subject to the terms and conditions of the
Agreement,
as applicable, except to the extent the terms of this Addendum directly conflict with another provision of the Agreement, in which case the terms of
this Addendum will control.
Clover Equipment Details:
Exhibit A is for information purposes only. You are not purchasing or leasing equipment from FDMS and you acknowledge and agree that FDMS will have no
obligation or liability relating to such purchase or lease or equipment. Your purchase or lease of equipment may be subject to separate terms and conditions
between you and the equipment seller or lessor.
Merchant Address:
_________________________________________________________________________________________________________
Phone No.:
______________________________________________________________________________________________________________________________
Merchant Email (required to receive Clover equipment activation code):
____________________________________________________________________
Partner Email Address:
Merchant DBA:
__________________________________________________________________________________________________________________________
Existing MID# (if applicable):
____________________________________________________________________________________________________________
Business URL:
__________________________________________________________________________________________________________________________
Menu URL (if applicable):
________________________________________________________________________________________________________________
Clover Station 2:
Clover Services $____________ (Per Device) x Qty:
________
=
$
_____________
(total per month)
(Charges for Clover Services may appear on your monthly statement. Clover Service Fees may be billed through the Clover App Market,
depending on the
device.)
*Additional fees may be assessed against existing Clover merchant accounts boarded prior to 02/20/2020.
TransArmor Service Fees:
TransArmor Tokenization and Encryption Fee
$
(flat rate per month)
Yes
No
TransArmor Essentials Solution Fee
$
(flat rate per month)
Yes
No
TransArmor Minimum Monthly Fee
$
(flat rate per month)
Yes
No
TransArmor Token & Encryption
$
(flat rate per month)
Yes
No
TransArmor Token
$
(flat rate per month)
Yes
No
TransArmor Token Registration
$
(flat rate per month)
Yes
No
Clover Security Services Full Bundle Fee
$
(flat rate per month)
Yes
No
Clover Go Service Fees:
Clover Go Setup Fee
$
Clover Go Monthly Fee (per MID)
$
Clover Go NFC/EMV/Chip Reader v2 Bluetooth
(FD ClvrGo NFC RDR v2)
$
(Per Device)
x
Qty:
=
$
Clover Go v2 Cable-less Stand
(ClvrGo Dock v2)
$
(Per Device)
x
Qty:
=
$
Clover Go v1 NFC Stand
(Clover Go NFC Stand)
$
(Per Device)
x
Qty:
=
$
Clover Go NFC UniClip
(CloverGo UniClip)
$
(Per Device)
x
Qty:
=
$
Deployment Fee
$
(Per Device)
x
Qty:
=
$
19.95
✔
TransArmor
®
Data Protection and 
Services Participation Addendum
2
Omaha_R_CloverDPTA_2412
CLOVER TERMS AND CONDITIONS
1.
Clover Service Terms and Conditions.
These Clover Service Terms and Conditions (the  Terms and
 are entered into by and between FDMS and you. For the purposes
of the Clover Terms and Conditions, the words   and  refer only to
FDMS and its successors or assigns.
1.1.
Definitions. Capitalized terms used herein shall have the
meanings given to such terms as set forth in this Addendum or as defined
elsewhere in the Agreement.
 means a Person that, directly or indirectly, (i) owns or controls such
Person, or (ii) is under common ownership or control with such Person.
  means the names, logos, emblems, brands, service marks,
trademarks, trade names, tag lines or other proprietary designations of
Clover Network, LLC, an Affiliate of FDMS 
  means the website associated with the Clover Service,
the
object code version of Clover software applications (whether owned or licensed
by Clover) resident on a Device at the time you are provided with the Device and
the object code version of the software that enables the applications resident on
a Device at the time of provisioning, and any related updates (including software
maintenance or bug fixes) and any materials, documentation and derivative
works released by FDMS from time to time. For the avoidance of doubt, the term
software in the preceding sentence does not include any software that may be
obtained by you separately from the Clover Service (e.g., any applications or
software downloaded by you through an application marketplace). The Clover
Service is deemed part of the  as defined in and provided under the
Agreement.
 means a person or entity that makes a purchase of goods or
services from you, the transaction for which utilizes the Clover Service.
  means information about your Customers (e.g.,
name,
mailing address, e-mail address, telephone number) obtained in connection with
your use of the Clover Service.
 means a tablet, smartphone, or other mobile or fixed form factor
identified by FDMS from time to time as compatible with and capable of
supporting the Clover Service.
 means a person or entity other than Client or FDMS.
 Party  are the services, products, promotions or
applications provided by someone other than FDMS.
1.2.
Term
and Termination. The Clover Terms and Conditions shall
become effective on the day we begin providing the Clover Service to you and
shall end one (1) year unless otherwise terminated as set forth herein. The
Clover Terms and Conditions shall automatically renew until terminated by
either party upon at least thirty (30)  notice. The Clover Service may be
terminated for convenience at any time by either party upon at least thirty (30)
 written notice to the other party. Notwithstanding the foregoing sentence,
upon as much advance notice as is commercially practicable, we may
suspend the Clover Service or terminate these Clover Terms and Conditions if
(i) we determine that you are using the Clover Service for any fraudulent, illegal,
or
unauthorized purpose, (ii) we terminate our agreement with any third parties that
are involved in providing the Clover Service, or (iii) FDMS
otherwise decides
to discontinue providing the Clover Service.
1.3.
Fees. You shall pay the fees for the Clover Service as set forth:
1.3.1.
on the first page above, or
1.3.2.
in the lease agreement or the equipment purchase agreement,
as
applicable.
Please refer to your equipment purchase agreement with TASQ
Technology, Inc. or your equipment lease agreement with First Data Global
Leasing for information and pricing and fees for your equipment or hardware.
1.4.
License Grant. During the term of these Clover Terms and
Conditions, FDMS grants you a personal, limited, non-exclusive,
revocable, non-transferable license, without the right to sublicense or assign
in any way, to electronically access and use the Clover Service for your internal
business use solely in the United States to manage your establishment and
conduct associated point of sale activities within the United States in accordance
with these Clover Terms and Conditions.
For purposes of these Clover Terms and Conditions   does not
include U.S. Territories or possessions. The Clover Service is for your internal
business use only. These Clover Terms and Conditions do not grant you any
rights to the Clover Marks. All intellectual property and proprietary rights in or
related to the Clover Service and the Clover Marks are and will remain our, our
 our  or our  (as applicable) sole and exclusive
property, and any and all right, title and interest associated with the Clover
Service not expressly granted by FDMS in these Clover Terms and Conditions
are deemed withheld.
1.5.
Restrictions
.
1.5.1.
All right, title and interest in and to all confidential information and
intellectual property related to the Clover Service (including Clover
Marks, all software, the content of any materials, web screens,
layouts, processing techniques,
procedures, algorithms, and
methods and any updates,
changes, alterations, or modifications to
or derivative works from such intellectual property), owned, developed or
licensed by us at any time or employed by us in connection with the
Clover Service, shall be and will remain, as between us and you, our or
our   or  (as applicable) sole and exclusive
property and all right, title and interest
associated with the Clover
Service not expressly granted by us in this Addendum are deemed
withheld. You shall not use Clover Marks in any manner, including in any
advertisements,
displays, or press releases, without our prior written
consent.
1.5.2.
If we provide you with copies of or access to any software or
documentation, unless otherwise expressly stated in writing, that
software and documentation is provided on a personal,
non-exclusive,
non-transferable, non-assignable, revocable limited license for the
period of your subscription to the Clover Service and solely for you to
access and use the software and documentation to receive the Clover
Service for its intended purpose on systems owned or licensed by you.
1.5.3.
You shall not and shall not permit any third party to do any of the
following: (a) access or attempt to access the Clover Service (or any
part) that is not intended to be made available to you or made available
for public use; (b) decompile, disassemble, reverse engineer, or
otherwise attempt to reconstruct or discover by any means any source
code, underlying ideas or algorithms of the Clover Service (or any part),
except to the extent that such restriction is expressly prohibited by law;
(c) modify, translate, or alter in any manner, the Clover Service (or any
part) or the Clover Marks; (d) create derivative works of or based on the
Clover Service (or any part) or the Clover Marks; (e) except for backup
and archival purposes, directly or indirectly copy the Clover Service (or
any part); (f) republish, upload, post, transmit, disclose, or distribute (in
any format) the Clover Service (or any part) except as permitted herein;
(g) access or use (in any format) the Clover Service (or any part) through
any time-sharing service, service bureau, network, consortium, or other
means; (h) rent, lease, sell, sublicense, assign, or otherwise transfer
your license rights to any third party, whether by operation of law or
otherwise; (i) use or ship the Clover Service (or any part) outside of the
United States, or access the Clover Service (or any part) from outside
the United States, without in any case obtaining our advance written
consent; (j) remove, relocate, or otherwise alter any proprietary rights
notices from the Clover Service (or any part) or the Clover Marks;
(k) perform or attempt to perform any actions that would interfere with
the proper working of the Clover Service, prevent access to or use of the
Clover Service by other users, or in our reasonable judgment impose
an unreasonable or disproportionately large load on our infrastructure,
network capability or bandwidth; or (l) use the Clover Service (or any part)
except as permitted in Section 1. 2. You shall not take any action
inconsistent with the stated title and ownership in Section 1.2. You will
not file any action, in any forum that challenges the ownership of any part
of the Clover Service, any related software, materials or
documentation. Failure to comply with this provision will constitute
a material breach of these Clover Terms and Conditions. We have
the right to immediately terminate these Clover Terms and Conditions
and your access to and use of
the Clover Service in the event of a
challenge by you.
1.6.
Clover Service Limitations and Requirements
.
1.6.1.
You may access the Clover Service through your Device using a wired
(ethernet) or wireless (wifi or cellular) connection to the Internet. You
are solely responsible for the payment of
any fees that may be imposed
by your Internet/data provider.
Your use of the Clover Service may be
subject to: (a) the terms of your agreements with your Internet/data
provider; and (b) the availability or uptime of the services provided
by your Internet/data provider.
1.6.2.
You may use the Clover Service to conduct point of sale activities offline.
Transactions initiated offline will be queued and submitted for authorization
TransArmor
®
Data Protection and 
Services Participation Addendum
3
Omaha_R_CloverDPTA_2412
when Internet connectivity to the Clover System is restored. However,
you assume all risk, responsibility and liability associated with any
transaction that you choose to conduct while the Clover Service is used
offline.
1.6.3.
The Clover Service does not function with every mobile device. FDMS
may alter which Devices are approved as compatible with the Clover
Service in our discretion from time-to-time.
1.6.4.
The default version and functionality of Clover software applications that
are accessible at the time you acquire a Device may vary from time to
time as determined by FDMS or an affiliate of FDMS. Notwithstanding
anything to the contrary herein, software for certain Clover Devices may
only be offered by FDMS or an affiliate of FDMS as applications via an
application marketplace.
1.6.5.
We may perform maintenance on the Clover Service from time to time
which may result in service interruptions, delays, or errors. We will not
be liable for any such interruptions, delays, errors, or bugs. You agree
that we may contact you in order to assist you with the Clover Service
and obtain information needed to identify and fix any errors.
1.6.6.
You shall at all times comply with any operating procedures,
requirements, or guidelines regarding your use of the Clover Service that
are posted on the Clover website or otherwise provided or made

1.6.7.
You shall comply with the following requirements in connection with your
use of the Clover Service:
a) With respect to each of your Customers who requests the
delivery of marketing materials, transaction receipts or other
communications from you via text message or email, such Customer
must give his consent in writing or enter his phone number or email
address in the appropriate space on the device and provide such
consent via a check box himself on the Device; you are NOT
permitted to add or modify any Customer Information (including
but not limited to phone number and email address) or any
 consent
indication on behalf of a Customer.
b) You (or your agents acting on your behalf) may only send
marketing materials or other communications to the 
provided phone number, street address, and/or email address if the
Customer has specifically consented by checking (himself) the
applicable box displayed on the Device.
c) NOTWITHSTANDING THE CAPABILITY OF THE CLOVER
SERVICE TO COLLECT AND STORE CUSTOMER
INFORMATION AND TO ALLOW YOUR CUSTOMERS TO
ELECT
TO RECEIVE MARKETING MATERIALS FROM YOU,
SOME STATES
MAY LIMIT YOUR USE OF SUCH INFORMATION ONCE
COLLECTED AND/OR YOUR DISCLOSURE OF SUCH
INFORMATION TO THIRD PARTIES, EVEN IF THE CUSTOMER
HAS PROVIDED HIS
CONSENT, AND/OR YOUR DISCLOSURE
OF SUCH INFORMATION TO THIRD PARTIES. YOU
ACKNOWLEDGE
AND AGREE THAT (I) YOUR USE OF
CUSTOMER INFORMATION OBTAINED IN CONNECTION WITH
THE
CLOVER SERVICE MAY BE SUBJECT TO LOCAL, STATE,
AND/OR FEDERAL LAWS, RULES, AND REGULATIONS, (II) YOU ARE
SOLELY RESPONSIBLE FOR KNOWING SUCH LAWS, RULES,
AND REGULATIONS, AND (III) YOU WILL AT ALL TIMES STRICTLY
COMPLY WITH ALL SUCH LAWS,
RULES, AND REGULATIONS.
d) You shall provide and obtain any disclosures and consents
related to the E-SIGN Act that may be required in connection with your
communications and agreements with your Customers through the
Clover Service.
1.7.
Third Party Services. The Clover Service may contain links to
additional services provided by FDMS or its affiliates as well as Third Party
Services (e.g., an application marketplace). If you decide to use Third Party
Services, you will be responsible for reviewing and understanding the terms
and conditions associated with Third Party Services (including obtaining and
maintaining any required third party hardware and/or software that is required
for the Third Party Services to
work with the Clover Service). Any access of or
content downloaded or otherwise obtained through the use of Third Party
Services is at your own risk. Third Party Services are not governed by
the terms and conditions of this Addendum or the Agreement. ANY
CONTENT
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE
OF THIRD PARTY SERVICES (E.G., APPLICATION MARKETPLACE
AND NY APPS AVAILABLE AT SUCH APPLICATION MARKETPLACE) IS
DOWNLOADED AT YOUR OWN RISK. PROCESSOR WILL NOT BE
RESPONSIBLE FOR ANY ACTIONS OR ANY FAILURES TO ACT OF
ANY
THIRD PARTY, AND PROCESSOR EXPRESSLY DISCLAIMS ANY
LIABILITY
RELATED TO ALL THIRD PARTY SERVICES. PROCESSOR DOES NOT
WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR
ANY PROVIDER OF A THIRD PARTY SERVICE
OR ANY THIRD PARTY
SERVICE OR PRODUCT ADVERTISED OR OFFERED THROUGH THE
CLOVER SERVICE OR ANY HYPER- LINKED WEBSITE OR SERVICE, OR
FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PROCESSOR
WILL NOT BE A PARTY
TO OR IN ANY WAY MONITOR ANY TRANSACTION
BETWEEN YOU
AND PROVIDERS OF THIRD PARTY SERVICES OR
PRODUCTS.
1.8.
Account Registration. We may require you to register and create a
 or  account to use the Clover Service. If
and when prompted
by our registration process, you agree to (a) provide true, accurate, current and
complete information about yourself and/or your business, and (b) maintain and
update this information to keep it
true, accurate, current and complete. If any
information provided by you is untrue, inaccurate, not current or incomplete, we
have the right to terminate your Clover Service account  and refuse
any and all current or future use of the Clover Service.
1.9.
Privacy and Data Use. All data collected from you at
www.clover.com or in connection with your use of the Clover Service,
including
Customer Information, transaction information and information about your business
and employees used with or stored in or by the Clover Services (collectively, 
 is collected by Clover Network,
LLC
and not FDMS or Bank; therefore,
the use and sharing of such Account Data is controlled by the Clover Network,
LLC Privacy Policy (available at https://www.clover.com/privacy-policy).
You acknowledge and agree that we may access your Account Data upon our
request to Clover, and our use of your Account Data is governed by the terms set
forth in the Agreement.
1.10.
Protecting Your Information
.
1.10.1.
You are solely responsible for ensuring that your account
numbers,
passwords, security questions and answers, login details and any other
security or access information used by you to use or access the Clover
Service are kept safe and confidential. You must prevent unauthorized
access to and use of any Account Data. You will: (a) implement
appropriate measures designed to: (1) ensure the security and
confidentiality of Account Data; (2) protect against any anticipated
threats or hazards to the security or integrity of
Account Data; (3)
protect against unauthorized access to or use of Account Data that
could result in substantial harm or inconvenience to any customer and
(4) ensure the proper disposal of Account Data; and (b) take appropriate
actions to
address incidents of loss, theft or unauthorized access to or
use of Account Data. You will comply with all applicable card organization
rules (including, without limitation, applicable data security rules). You
are responsible for all electronic communications sent to us or to
any third party (including Clover Network, LLC) containing Account Data
and for all uses of the Clover Service or any software provided or
approved by FDMS to authenticate access to, and use of, the Clover
Service and any software. When we receive communications containing
Account Data, we assume you sent it to us. FDMS has the right to rely
on user names, passwords and other signor credentials, access
controls for the Clover Service or any software provided or approved by
FDMS to authenticate access to, and use of, the Clover Service and
any software. You must immediately notify us if you become aware of
any loss, theft or unauthorized use of any Account Data (see Clover Service
support center contact information below). We reserve the right to deny
you access to the Clover Service, in whole or in part, if we believe that
any loss, theft or unauthorized use of any Account Data or access
information has occurred. We may in our sole discretion, suspend or
terminate services under these Clover Terms and Conditions for any data
security compromise. You also understand and acknowledge that you
are solely responsible for the compliance of any and all third parties
(including but not limited to Internet Service Providers) that are granted
access by you, to Account Data. You also acknowledge that it is your
duty to notify us of any data security compromise and to cooperate and
assist us in any subsequent
investigation.
1.10.2.
You may submit comments or ideas about the Clover Service,
including,
without limitation, about how to improve the Clover Service. By
submitting any idea, you agree that: (a) we expressly disclaim
any confidentiality obligations or use restrictions, express or implied,
with respect to any idea, (b) your submission will be non-confidential,
and (c) we are free to use and disclose any idea on an unrestricted basis
TransArmor
®
Data Protection and 
Services Participation Addendum
4
Omaha_R_CloverDPTA_2412
without notifying or compensating you. You release us from all liability
and obligations that may arise from our receipt, review, use or disclosure
of any portion of any idea.
1.11.
Confidentiality.
1.11.1.
You must not use, disclose, store, sell or disseminate any Account
Data except as may be allowed under these Clover Terms and
Conditions. You acknowledge that you will not obtain ownership
rights in any information relating to and derived from Account Data.
No Account Data, including any databases containing such
information, may not be sold or disclosed to a Person as an
asset upon a bankruptcy,
insolvency or failure of  business.
1.11.2.
You will treat these Clover Terms and Conditions, and any
information supplied or otherwise made accessible by us, our agents or
Affiliates as confidential, including without limitation, (i) Account Data,
information about our and our  products, services,
operations, procedures and pricing; and (ii)all documentation,
computer software, source code, object
code, databases. You receive
our confidential information in confidence and shall not disclose the
confidential information to any third party, except as may be agreed
upon in writing by us. Client shall safeguard all of our confidential
information using a reasonable degree of care, but not less than
that
degree of care used by it in safeguarding its own similar
information or material. Upon request by us or upon termination of
these Clover Terms and Conditions, Client shall return to us or destroy
all of our confidential information in its possession or control.
1.11.3.
The obligations of confidentiality and restrictions on use in this Section
shall not apply to any confidential information that: (i) was in the public
domain prior to the date of the Agreement or subsequently came into
the public domain through no fault of yours; (ii) was received from
a third party free of any obligation of confidence of you to the third
party and which third party, to your knowledge, was not under an
obligation to
keep the information confidential; (iii) was already in
your possession prior to receipt from us; or (iv) is subsequently and
independently developed by your employees, consultants or agents
without use of or reference to our confidential information.
1.11.4.
Except as specifically provided for herein, this Section does not confer
any right, license, interest or title in, to or under our confidential
information to you. Except as specifically provided for herein, no
license is hereby granted to you under any patent, trademark,
copyright, trade secret or other proprietary rights of ours.
1.11.5.
You acknowledge that breach of the restrictions on use or disclosure
of any our confidential information would result in immediate and
irreparable harm to us, and money damages would be inadequate to
compensate for that harm. We shall be entitled to equitable relief, in
addition to all other available remedies, to redress any breach.
1.11.6.
We may use data collected as part of performing payment
processing or other transaction-related services for you for the purpose
of providing additional products and services to you, other merchants,
or third parties. As permitted by law this includes, but is not limited
to, collecting, using, and anonymizing cardholder information, dates,
amounts, and other data from your transactions Transaction  to
provide you with analytic products and services as well as collecting and
using Transaction Data anonymized and aggregated with other
 transaction data to provide you, other merchants, and third
parties with analytic products and services.
1.12.
Accuracy of Information.
You are solely responsible for
ensuring the accuracy, quality, integrity, legality and appropriateness of
all
information and data regarding your business that you provide to us or our
service providers in connection with the Clover Service. In addition,
you are solely
responsible for verifying that all information and data loaded onto a Device
by us or our service providers at your request are accurate prior to your business
use of such Device. We and our service providers disclaim any and all liability
arising out of any inaccuracies with respect to such information or data you
provide.
1.13.
Clover Service Disclaimer.
USE OF THE CLOVER SERVICE IS
AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY

MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND
(EXPRESS OR IMPLIED) TO YOU OR ANY OTHER PERSON, INCLUDING,
WITHOUT LIMITATION, WARRANTIES REGARDING QUALITY, SUITABILITY,
ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR NON-INFRINGEMENT, OR THAT THE CLOVER SERVICE WILL
FUNCTION OR OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT
THE CLOVER SERVICE IS SECURE, FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR DOES NOT INFRINGE ON THE RIGHTS OF
ANY PERSON.
1.14.
Indemnity. You agree to indemnify and hold us harmless from and
against all losses, liabilities, damages, and expenses (including reasonable
 fees) arising out of or relating to:
a) Your failure to comply with or your breach of, any term or
condition, representation or warranty in these Clover Terms and
Conditions, including, but not limited to the Clover Ops Guide;
b) Your use of the Clover Service;
c) Your use of any Customer Information obtained in connection
with your use of the Clover Service;
d) The content or delivery of any marketing messages that you send
or cause to be sent to any Customer phone number or email address
collected through the use of the Clover Service; or
e)        
your user names, password, other appropriate security code, or any
other sign on credentials/access controls for the Clover Service or any
software provided by or approved by us to authenticate access to, and
use of, the Clover Service and any software.
1.15.
Exclusion of Consequential Damages; Limitation
on
Liability.
1.15.1.
Exclusion of Consequential Damages. NOTWITHSTANDING
ANYTHING IN THESE CLOVER TERMS AND CONDITIONS TO THE
CONTRARY, IN NO EVENT SHALL FDMS OR ITS AFFILIATES BE
LIABLE UNDER ANY
THEORY OF TORT, CONTRACT, STRICT
LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS,
LOST
REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMP-
LARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, EACH OF WHICH IS
HEREBY
EXCLUDED BY AGREEMENT OF THE PARTIES,
REGARDLESS OF
WHETHER SUCH DAMAGES WERE
FORESEEABLE OR
WHETHER ANY PARTY OR ANY
ENTITY HAS BEEN ADVISED
OF THE POSSIBILITY OF
SUCH DAMAGES.
1.15.2.
Limitation of Liability. NOTWITHSTANDING ANYTHING IN THESE
CLOVER TERMS AND CONDITIONS TO THE
CONTRARY, FDMS
AND ITS  CUMULATIVE
LIABILITY, IN THE
AGGREGATE (INCLUSIVE OF ANY AND ALL CLAIMS MADE BY
CLIENT AGAINST FDMS AND/OR ITS AFFILIATES, WHETHER
RELATED OR UNRELATED) FOR ALL LOSSES, CLAIMS, SUITS,
CONTROVERSIES,
BREACHES, OR DAMAGES FOR ANY CAUSE
WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE
ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND
REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY
SHALL NOT EXCEED THE LESSER OF, (I) $10,000; OR (II) THE
AMOUNT OF FEES RECEIVED BY
FDMS PURSUANT TO THESE
CLOVER TERMS AND CONDITIONS FOR CLOVER SERVICE
PERFORMED IN THE IMMEDIATELY PRECEDING TWELVE (12)
MONTHS.
1.16.
Default. If either party defaults in the performance of any of its
obligations hereunder, and if any such default is not corrected within thirty (30) days
after notice in writing, the non-defaulting party may terminate these Clover Terms
and Conditions and the Clover Service upon written notice. These Clover Terms
and Conditions and the Clover Service may be terminated by either party, upon
written notice: (i) upon the institution by the other party of insolvency, receivership
or bankruptcy proceedings or any other proceedings for the settlement of its
debts, which are not dismissed or otherwise resolved in its favor within sixty
(60) days thereafter; (ii) upon the other  making a general assignment
for the benefit of creditors; or (iii) upon the other  dissolution or ceasing to
conduct business in the ordinary course.
1.17.
Compliance with Laws. In performing its obligations under these
Clover Terms and Conditions, the parties agree to comply with all federal and state
laws, rules and regulations applicable to it for the Clover Service provided
hereunder.
1.18.
Assignment. Neither party may assign its rights or delegate its
obligations under these Clover Terms and Conditions without the other  prior
written consent, which will not be unreasonably withheld.
FDMS may, however,
assign any or all of its rights or delegate any or all of its obligations to an Affiliate
or an entity acquiring all or substantially all of the assets of FDMS.
1.19.
Notices. Except as otherwise specifically provided, all notices and other
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communications required or permitted hereunder shall be in writing, if to you at
your address appearing on the first page or by any electronic means, including
but not limited to the e-mail address you have provided. If to us at First Data
Merchant Services LLC, 1307 Walt
Whitman Road, Melville, New York
11747, Facsimile (631) 683-7516,
Attention: Executive Vice President
Operations, with a copy to Attention:
General  Office, 3975 N.W. 120th
Avenue, Coral Springs, FL
33065. Notices shall be deemed to have been given
(i) if sent by mail or courier, upon the earlier of five (5) days after mailing or
when actually received or, in the case of courier, when delivered, and (ii) if
sent by facsimile machine, when the courier confirmation copy is actually
received. Notice given in any other manner shall be effective when actually
received. Notices sent to your last known address (including e- mail address), as
indicated in our records, shall constitute effective notice to the Client under these
Clover Terms and Conditions. If you change your address (including your e-mail
address), you must notify us at least
30 days prior of the effective date of any
such change. All notices must
include your merchant name(s) and merchant
number(s). Failure to provide notice in the manner described in this Section
will be deemed ineffective.
1.20.
Amendment. We have the right to change or add to the terms of these
Clover Terms and Conditions at any time, and to change, delete,
discontinue, or
impose conditions on any feature or aspect of the Clover Service with notice
provided to you as set forth in the Notices section of
these Clover Terms and
Conditions. Any use of the Clover Service after
our publication of any such
changes shall constitute your acceptance of
these Clover Terms and Conditions
as modified.
1.21.
Third Party Beneficiaries. FDMS Affiliates and any Persons FDMS
uses in providing the Clover Service are intended third party beneficiaries of
these Clover Terms and Conditions, and each of them may enforce its provisions
as if it was a party hereto. Except as expressly in this provided in these Clover
Terms and Conditions, nothing in these Clover Terms and Conditions is
intended to confer upon any Persons any rights or remedies, and the parties
do not intend for any Persons to
be third-party beneficiaries of these Clover
Terms and Conditions.
1.22.
Miscellaneous.
1.22.1.
Headings. The headings contained in these Clover Terms and
Conditions are for convenience of reference only and shall not
in any way
affect the meaning or construction of any provision of these Clover
Terms and Conditions.
1.22.2.
Entire Agreement; Waiver. These Clover Terms and Conditions
constitute the entire agreement between you and FDMS with respect
to the subject matter thereof, and supersede any previous
agreements and understandings.
Except as provided herein these
Clover Terms and Conditions can be changed only by a written
agreement signed by you and FDMS. A  waiver of a breach
of any term or condition of these Clover Terms and Conditions shall
not be deemed a waiver of any subsequent breach of the same or
another term or condition. Purchase orders, requests for
production, pre-printed terms or other Client-generated
documents that FDMS may receive are for administrative
convenience only and do not modify these Clover Terms and
Conditions and are expressly rejected by FDMS. The words
  and  will each be deemed to be
followed by the term  
1.22.3.
Severability. Every provision of these Clover Terms and Conditions is
severable. If any provision of these Clover Terms and Conditions is
held to be invalid, illegal, void or unenforceable by reason of any
judicial decision, then such provision will be interpreted, construed or
reformed to the extent reasonably required to render the same valid,
enforceable and consistent with the original intent underlying such
provision, and all other provisions of these Clover Terms and
Conditions will nevertheless remain in full force and effect. In such
case, the parties will in good faith modify or substitute a provision
consistent with their original intent. If any remedy fails of its essential
purpose, then all other provisions, including the limitations on liability
and exclusion of damages, will remain fully effective.
1.22.4.
Choice of Law and Venue. These Terms and Conditions shall be
governed by and construed in accordance with the laws of the State of
New York (without regard to its choice of law provisions). The exclusive
venue for any actions or claims arising under or related to these Terms
and Conditions shall be in the appropriate state or federal court located
in New York.
1.22.5.
Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE
ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING
TO OR ARISING UNDER THESE CLOVER TERMS AND
CONDITIONS.
1.22.6.
Force Majeure. FDMS shall not be held responsible for any delays in or
failure or suspension of service caused, directly or indirectly, by
mechanical or power failure, computer malfunctions (including, without
limitation, software, hardware and firmware malfunctions), the
nonperformance, delay or error by a third party or in any other third party
system for any similar cause beyond the reasonable control of such
party, including without limitation, failures or fluctuations in
telecommunications, transmission links or other equipment; strikes,
labor difficulties, fire, inability to operate or obtain service for its
equipment, unusual delays in transportation, earthquake, fire, flood,
elements of nature or other acts of God, any act or omission of Client or
any government authority, or other causes reasonably beyond the
control of FDMS.
1.22.7.
Survival of Obligations. The rights and obligations of the parties that
would be intended to survive by their nature or context will survive
expiration or termination of these Clover Terms and Conditions.
1.22.8.
Counterparts. These Clover Terms and Conditions may be executed in
counterparts (including by means of signature pages transmitted via
facsimile or other electronic means), any one of which need not contain
the signatures of more than one party. Each signature will be deemed to
be: (a) an original; and (b) valid, binding, and fully enforceable.
1.23.
Bundles. By selecting the Data Protection Service, the terms and
conditions set forth in Section 2 shall apply. By selecting the Clover Security
Services, the terms and conditions set forth in Section 3 shall apply (and certain
provisions of Section 2 as incorporated therein and set forth below).
E-SIGN CONSENT AGREEMENT
A. Consent.
By signing this Addendum, you consent and agree that:
a) FDMS can provide disclosures required by law and other information about
your legal rights and duties to you electronically.
b) Where required or requested, your electronic - 
other method) on agreements and documents relating to the Services has the
same effect as if you signed them in ink.
c) FDMS, its affiliates and its third party subcontractors and/or agents, can send
all communications, billing statements, amendments to this Addendum, notices,
and other disclosures or information regarding the Services or your use of the
Service or the Services as defined herein and in the Agreement (collectively
cally (1) via e-mail, (2) by access to a
web site that we designate in an e-mail notice we send to you at the time the
information is available, (3) via SMS and text messages, or (4) to the extent
permissible by law, by access to a website that we will generally designate in
advance for such purpose.
d) If you want a paper copy, you can print a copy of the Disclosure or download
the information for your records.
e) You agree that FDMS, its affiliates and its third party subcontractors and/or
agents, may contact you via telephone, live or artificial, even if the number you
provided is a cellular or wireless number or if you have previously registered on
a Do Not Call list or requested not to be contacted for solicitation purposes.
f) This consent applies to all future Disclosures sent to you in connection with
this Addendum, the Agreement, or your use of the Clover Service or the other
Services as defined herein and in the Agreement.
B.
Legal Effect. By consenting, you agree that electronic Disclosures
have the same meaning and effect as if FDMS provided paper Disclosures to
you. When FDMS sends you an email or other electronic notification alerting you
that the Disclosure is available electronically and makes it available online, that
shall have the same meaning and effect as if FDMS provided a paper Disclosure
to you, whether or not you choose to view or print or download the Disclosure.
DATA PROTECTION TERMS AND CONDITIONS
2.
Data Protection Service.
If you elect the Data Protection Service, the terms and conditions set
forth in
this Section 2 shall apply (the  Protection Terms and 
2.1.
Definitions. Capitalized terms used herein shall have the
meanings given to such terms as set forth in this Addendum or as defined elsewhere
in the Agreement.
 Protection  or  and  means those
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services described in Section 2.3 below.
-Pay  means the option to support businesses that need to submit a
financial transaction in a card-not-present situation. These tokens are unique to
each merchant that uses them and are stored in place of
the primary account
number (PAN). With these tokens, merchants can initiate new or recurring
payments within their own environment instead of using the original card
number.
Multi-Pay Token allows a Token Registration process a non-financial
transaction to request a token to be placed in their payment page or - 
for future or recurring payments. It is common for eCommerce merchants to
ask their customers to register by providing profile information such as
name, address, and phone number to the merchant
website before or upon
checkout.
 P means the processing of creating a Client specific Token
for a PAN.
 means a form of data substitution replacing
sensitive payment card values with non-sensitive token, or random-
number, values. Post-authorization transactions are handled via
Processors SafeProxy tokenization technology, which returns a token with
the  authorization to the merchant. Tokens are shared universally
with other merchants and cannot be used to initiate a financial transaction.
  means your ability to obtain a Multi-Pay Token for credit
card information only without an immediate authorization required which
permits you to store a Multi-Pay Token for future transactions involving its
customer.
2.2.
Grant of License. Subject to the terms of this Addendum,
Processor grants to you a non-transferable, non-assignable, non-
exclusive, revocable sub-license during the term of this Addendum to use the
Data Protection Service and the Data Protection Service Marks (as identified in
the Data Protection Rules and Procedures) in the United States in accordance
with this Addendum, including without limitation the Data Protection Rules and
Procedures. Any rights with respect to the Data Protection Service not
expressly granted by Processor in this Addendum are deemed withheld.
2.3.
Services. The Data Protection Service applies only to Card
transactions sent from you to us for authorization and settlement pursuant to
the Agreement, and specifically excludes electronic check transactions.
Processor will provide an encryption key to you to be used to encrypt (make
unreadable) Card data during transport of the authorization request from your

being transmitted to Processor for authorization processing, all historical
transaction data, including Card number and full magnetic stripe data (track
data and expiration date), will be encrypted. Processor will then generate
or retrieve a unique, randomly generated token assigned to the Card number
that will be returned to you in the authorization response (the 
2.4.
Responsibilities of Client. You are responsible to comply with the
following regarding your use of the Data Protection Service:
a) You are required to comply with the Card Organization Rules, including
taking all steps required to comply with the Payment Card Industry Data
Security Standards (PCI DSS). You must ensure that all third parties and
software use by you in connection with your payment processing are compliant
with PCI DSS. Use of the Data Protection Service will not, on its own, cause
you to be compliant or eliminate your obligations to comply with PCI DSS or any
other Card Organization Rule. You must demonstrate and maintain your current
PCI DSS compliance certification. Compliance must be validated either by a
Qualified Security Assessor (QSA) with corresponding Report on Compliance
(ROC) or by successful completion of the applicable PCI DSS Self- Assessment
Questionnaire (SAQ) or Report on Compliance (ROC), as applicable, and if
applicable to your business, passing quarterly network scans performed by an
Approved Scan Vendor, all in accordance with Card Organization Rules and
PCI DSS.
b) Use of the Data Protection Service is not a guarantee against an
unauthorized breach of your point of sale systems or any facility where you

c) You must deploy the Data Protection Service (including implementing any
upgrades to such service within a commercially reasonable period of time after
receipt of such upgrades) throughout your Merchant Systems including
replacing existing Card numbers on your Merchant Systems with Tokens. Full
Card numbers must never be retained, whether in electronic form or hard copy.
d) You must use the Token in lieu of the Card number for ALL activities
subsequent to receipt of the authorization response associated with the
transaction, including without limitation, settlement processing, retrieval
processing, chargeback and adjustment processing and transaction reviews.
e) If you send or receive batch files containing completed Card transaction
information to/from Processor, you must use the service provided by Processor
to enable such files to contain only Tokens or truncated information.
f) You must use truncated report viewing and data extract creation within
reporting tools provided by Processor.
g) You are required to follow rules or procedures we may provide to you from
time to time related to your 

such rules or procedures or changes to such rules or procedures.
h) You have no right, title or interest in or to the Data Protection Service, any
related software, materials or documentation, or any derivative works thereof, and
nothing in this Agreement assigns or transfers any such right, title or interest to
you. You shall not take any action inconsistent with the stated title and ownership
in this Addendum. You will not file any action, in any forum that challenges the
ownership of the Data Protection Service, any related software, materials or
documentation. Failure to comply with this provision will constitute a material
breach of this Agreement. We have the right to immediately terminate this
Addendum and your access to and use of the Data Protection Service in the event
of a challenge by you. No additional rights are granted by implication, estoppel or
otherwise.
i) You will not: (1) distribute, lease, license, sublicense or otherwise disseminate
the Data Protection Service or any portion of it to any third party; (2) modify,
enhance, translate, supplement, create derivative works from, reverse engineer,
decompile or otherwise reduce to human-readable form the Data Protection
Service or any portion of it; or (3) sell, license or otherwise distribute the Data
Protection Service or any portion of it; (4) make any copies, or permit any copying,
of the Data Protection Service or any portion of it; or (5) use any portion of the
Data Protection Service as a standalone program or in any way independently
from the Data Protection Service. If any portion of the Data Protection Service
contains any copyright notice or any other legend denoting the proprietary interest
of Processor or any third party, you will not remove, alter, modify, relocate or erase
such notice or legend on such item.
j) You will only use the Data Protection Service for your internal business
purposes in a manner consistent with this Addendum.
k) You will use only unaltered version(s) of the Data Protection Service and will
not use, operate or combine the Data Protection Service or any related software,
materials or documentation, or any derivative works thereof with other products,
materials or services in a manner inconsistent with the uses contemplated in this
Section 2.
l) You will promptly notify us of a breach of any terms of this Addendum.
2.5.
Tokenization Limited Warranty. Processor warrants that the Token
returned to you, as a result of using the Data Protection Service, cannot be used
to initiate a financial sale transaction by an unauthorized entity/person outside the
Merchant Systems. This warranty by Processor is referred to herein as the
   to the terms and conditions set forth in this
Addendum. To be eligible for the Limited Warranty, you must maintain a
processing relationship with Processor and be in compliance with all the terms of
the Agreement, including this Addendum, and any other agreement relating to
Cards eligible for the Data Protection Service. Subject to the terms, conditions
and limitations set forth in the Agreement, including the limitation of liability
provisions, Processor agrees to indemnify and hold you harmless from direct

          
   
your sole and exc
The Limited Warranty is void if (i) you use the Data Protection Service in a manner
not contemplated by, or in violation of, the Agreement, including this Addendum,
or any other agreement relating to Cards eligible for the Data Protection Service
or (ii) you are grossly negligent or engage in intentional misconduct.
2.6.
Data Protection Disclaimer. IN ADDITION TO THE
DISCLAIMERS
SET FORTH IN THE AGREEMENT, THE FOLLOWING
DISCLAIMER APPLIES
TO THE DATA PROTECTION SERVICE:
EXCEPT AS EXPRESSLY
PROVIDED IN SECTION 2.5 OF THIS
ADDENDUM, PROCESSOR
MAKES NO REPRESENTATIONS,
WARRANTIES OR COVENANTS,
EXPRESS OR IMPLIED WITH REGARD TO THE DATA PROTECTION
SERVICE INCLUDING THE
UNINTERRUPTED OR ERROR-FREE
OPERATION OF THE DATA
PROTECTION SERVICE.
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®
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2.7.
Miscellaneous; Termination. Our obligations hereunder are subject
to our ability to obtain and maintain any and all required governmental
licenses, permits or other authorizations, and our ability to comply with any
and all laws, regulations, orders and other governmental directives which
may be imposed related to the Data Protection Service. We may terminate
any or all of the Data Protection Service at any time for any reason.
CLOVER SECURITY SERVICES TERMS AND
CONDITIONS
3.
Clover Security Services.
If you elect the Clover Security Services, the terms and conditions set forth in
this Section 3 shall apply (the  Terms and 
3.1.
Definitions. Capitalized terms used herein shall have the
meanings given to such terms as set forth in this Addendum or as defined
elsewhere in the Agreement.
  means the data contained on a Card, or
otherwise provided to Customer, that is required by the Card Organization or us in
order to process, approve and/or settle a Card transaction;
 Organization  means a monetary assessment, fee,
fine or
penalty levied against you or us by a Card Organization as the result of (i) a
Data Security Event or (ii) a security assessment conducted as the result of a
Data Security Event; the Card Organizational Assessment shall not exceed
the maximum monetary assessment, fee,
fine or penalty permitted upon the
occurrence of a  Security Even by the applicable rules or agreement in
effect as of the inception date of
this Addendum for such Card Organization;
 Replacement  means the costs that the we or you are required
to be paid by the Card Organization to replace compromised Cards as the
result of (i) a Data Security Event or (ii) a security assessment conducted
as the result of a Data Security Event;
 means the actual or suspected unauthorized access to
or use of Cardholder Information, arising out of your possession of or access to
such Cardholder Information, which has been reported (i) to a Card Organization
by you or us or (ii) to you or us by a Card Organization. All Security Event
Expenses and Post Event Services Expenses resulting from the same,
continuous, related or repeated event or which arise from the same, related or
common nexus of facts, will be deemed to arise out of one Data Security Event;
 Upgrade  means cost to upgrade payment acceptance and
processing hardware and software to enable you to accept and process EMV-
enabled Card in a manner compliant with PCI Data Security Standards;
   means the costs of a security assessment
conducted by a qualified security assessor approved by a Card Organization or
PCI Security Standards Council to determine the cause and extent of a Data
Security event;
  has the meaning as set forth in Section 3.5 below;
 means, but are not limited to, any solid, liquid, gaseous, biological,
radiological or thermal irritant or contaminant, including smoke, vapor, dust,
fibers, mold, spores, fungi, germs, soot, fumes, asbestos, acids, alkalis,
            
recycled, reconditioned or reclaimed and nuclear materials; and
Post Event Services Expen means reasonable fees and expenses
incurred by us or you with our prior written consent, for any service specifically
approved by us in writing, including without limitation, identity theft education
and assistance and credit file monitoring. Such services must be provided by or
on behalf of us or you within one (1) year following discovery of a Data Security
Event to a Cardholder whose Cardholder Information is the subject of that Data
Security Event for the primary purpose of mitigating the effects of such Data
Security Event;
  means the period from December 31st through January 1st
of
each year; and
 means Card Organization Assessments, Forensic
Audit Expenses and Card Replacement Expenses. Security Event Expenses
also includes EMV Upgrade Costs you agree to incur in lieu of a Card
Organization Assessment.
 or Security Services Full  means
those services described in Section 3.2 below.
3.2.
Clover Security Services. The following is a description of the Clover
Security Services available to you, subject to the terms of this Addendum. The Clover
Security Services are available during a calendar year only if you have less than 1
million Visa Card transactions and less than 1 million Mastercard Card
transactions in such year.
3.2.1.
Data Protection.
(a) The terms and provisions of Section 2 are incorporated in this
Section 3.2.1. and made a part of this Section 3.
3.2.2.
POS software monitor  Software  that provides a
suite of monitoring, scanning and anti-virus software services to help
protect point of sale computer systems;
3.2.3.
PCI Rapid Comply  Rapid Comply  which provides
access to on-line PCI DSS Self-Assessment Questionnaires (SAQ) to
validate PCI data standards. If an internet scan is required to complete
the SAQ, you will have access to such scanning services;
3.2.4.
Liability warranty under which Processor will provide a waiver of your
liability for card association expenses in the event of a security breach
 
subject to terms and conditions set
forth herein.
3.3.
POS Software Monitor
.
3.3.1.
Software as a Service. Subject to the terms and conditions of this
Addendum, we agree to provide you with the POS
Software Monitor
software application, including all updates, upgrades, new versions,
and other enhancements or improvements thereto (the "Software"),
to the extent the applicable fees are paid. You hereby authorize us
or our vendors to begin scanning immediately upon your installation
and/or deployment of the Software. The Software can only be used with
certain computer operating systems. It is your responsibility to
ensure that your computer has the software in order to use the POS
Software Monitor.
3.3.2.
License Grant. Subject to the terms of this Addendum, we hereby
grant to you a non-exclusive, non-transferable, non- assignable,
revocable sub-license during the term of this Addendum to (i) access
and use the Software solely for the benefit of you and only for systems
owned or licensed by you; (ii) access and use the Software solely for its
intended use;
and (iii) use all applicable end user documentation.
3.3.3.
Revocation of License. Upon expiration or termination of the Agreement
or this Addendum for any reason, your license shall automatically be
revoked. Furthermore, your right to use or access the Software shall
cease.
3.3.4.
IP & Other Data Retrieval, Transmission and Scanning.
(a) IP/Data Retrieval and Transmission. You hereby grant us or our
vendors, the right to retrieve, transmit and monitor, for the intended
purpose of the POS Software Monitor, any dynamic or static IP address
and other data, including without limitation policy and system settings,
point of sale system type, version,
security event logs, or other related
information, from any system with the POS Software Monitor loaded,
deployed, or otherwise installed. You shall not, in any event or in
any manner, impede the retrieval or transmission of such IP
addresses or data. You hereby assume full responsibility for
all
damages and losses, of any nature, for all adverse results caused by
your impeding the such retrieval and transmission of the IP addresses
and data. You further agree to defend,
indemnify and hold us
harmless from any third party claim resulting from your impeding this
process.
(b) IP Scanning & Log Monitoring. You acknowledge and
understand that provisioning of the Software will enable static or
dynamic IP addresses associated with the POS Software Monitor to
be scanned. You further acknowledge that such IP
addresses may be
for external network devices which protect the POS Software Monitor
host system. You hereby grant us and our vendors (i) the right to
access and scan the IP
addresses associated with the POS Software
Monitor whether they are dynamic or static IP addresses (the
"Authorized IP
Addresses"), (ii) the right and authority to gather and
transmit system data, including point of sale system information, to us
or our vendors, and (iii) the right and authority to collect,
transmit
and review security event logs from the systems on which the Software
is deployed. You further agree to provide us or our vendors
reasonable assistance to enable such access and scanning. You
understand that your failure to cooperate with the provision of
services may significantly impair the services.
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(c) Updates. You acknowledge and understand that the POS
Software Monitor, in our sole discretion, can automatically install,
download, and/or deploy updated and/or new components
("update process"), which may include a new version of the POS
Software Monitor itself. You shall not, in any event or in any manner,
impede the update process. You hereby assume full responsibility for
all damages and losses, of any nature, for all adverse results caused
by your impeding the update process. You agree to defend, indemnify
and hold us harmless from any third party claim resulting from your
impeding the update process.
(d) Authorized Disclosure. You acknowledge that, in conjunction
with providing the Software, we may make certain "pass" or "fail"
determinations regarding your online security and the electronic
vulnerability of your IP addresses. You hereby authorize us or our
vendors to share these "pass/fail" results, point of sale data, and other
information collected during the scans to Card Organizations,
Payment Card Industry Security Standards Council or any Card
Organization sponsor bank.
3.4.
PCI Rapid Comply Service.
3.4.1.
License Grant. Subject to the terms of this Addendum, we hereby
grant to you a non-exclusive, non-transferable, non- assignable
revocable sub-license to (i) access and use the PCI Rapid Comply
Service solely for the benefit of you and only on a single computer
or computer network owned or licensed by you, (ii) access and use
the PCI Rapid Comply Service solely for its intended use and (iii) use
all applicable end user documentation. Upon expiration or termination of
the Agreement or this Addendum for any reason, your license shall
automatically be revoked. Furthermore, your right to use or access
the PCI Rapid Comply Service shall cease.
3.4.2.
Access. You acknowledge and agree that, although you will generally
have access to the PCI Rapid Comply Service twenty-four hours
per day, seven days per week (except in the event of a force majeure
event), access to customer accounts and certain other services may
not be available on a continuous basis and the PCI Rapid Comply
Service will be subject to periodic downtime to permit, among other
things,
hardware and/or software maintenance to take place.
3.4.3.
Data Disposal. From time to time, your account data or
information, which is over 180 days old, may be deleted,
purged
or otherwise disposed. In addition, only a limited amount of your
account data or information may be available online. Therefore, you are
advised to print and download your account data and information, for
record keeping purposes,
on a periodic basis. You specifically
agree that we are authorized to delete or dispose of your data or
information and shall not be responsible for the deletion or disposal
of your data or information from the PCI Rapid Comply Service. You
assume full responsibility to backup and/or otherwise protect your data
against loss, damage or destruction prior to and during all phases
of the PCI Rapid Comply Service, and to take appropriate measures
to respond to any potential adverse impact of the systems or disruption
of service.
3.4.4.
Copyrighted Material. The PCI Rapid Comply Service
(including the website), contains copyrighted material,
trademarks
and other proprietary information, including, but
not limited to, text,
software, photos, video, and graphics. You may not modify, publish,
transmit, participate in the transfer or sale, create derivative works, or in
any way exploit any of the content, in whole or in part, whether
copyrighted, trademarked or proprietary, or otherwise. You may
download copyrighted material solely for your own internal use as
contemplated under this Addendum. Except as expressly
provided by copyright law, any copying, redistribution, or publication
must
be with the express permission of the owner. In any copying, the
redistribution or publication of copyrighted material and any changes
to or deletion of author attribution or copyright
notice is expressly
prohibited.
3.4.5.
Clover Security Services PCI Only. To the extent you elect the Data
Protection Service set forth in Section 2 above but still want a PCI
service, as set for on the first page above, you may separately elect to
receive the PCI Rapid Comply Service.
3.5.
Liability Waiver.
3.5.1.
Data Security Event Expenses. Subject to the limitations,
terms and
conditions of this Section 3.5, we agree to waive liability (the 
) that you have to us under the Agreement for Security Event
Expenses and Post Event
Services Expenses resulting from a Data
Security Event first
discovered by you or us while this Addendum is
in effect. Except for the Liability Waiver for expenses as specifically set
forth in this Addendum, (i) you remain responsible to perform all
agreements and obligations under the Agreement and this Addendum
including, without limitation your obligation to comply with data
security requirements and (ii) we waive no rights or remedies under
your Agreement including, without
limitation, our right to terminate the
Agreement in the event of
a Data Security Event.
3.5.2.
Maximum Waiver Amount.
(a) The maximum amount of liability that we shall waive under the
Agreement for all Security Event Expenses and Post Event
Services
Expenses arising out of or relating to the your Data Security Events
first discovered during any Program Year regardless of the number
of such Data Security Events is as follows:
(1) $100,000.00 maximum per each MID (merchant
identification number) you have; and
(2) $500,000 aggregate maximum for all of your 
(b) The maximum amount of liability during any Program Year that
we
will waive under the Agreement for EMV Upgrade Costs is as follows:
(1) $10,000 maximum per each MID you have; and
(2) $25,000.00 aggregate maximum for all of your 
For avoidance of doubt, the limit set forth in this Section 3.5.2(b)
is part of and not in addition to the maximums set forth in Section 3.5.2(a).
3.6.
Duties in the Event of a Data Security Breach.
3.6.1.
You shall contact us immediately and, as directed by us,
investigate,
perform all remedial events and cooperate fully with us, in the event of
a Data Security Event. In all events, you shall not take any action, or fail
to take any action, without
our prior written consent, which prejudices
our rights hereunder.
3.6.2.
Under all circumstances, you shall not admit any liability,
assume
any financial obligation, pay any money, or incur any expense in
connection with any Data Security Event without our prior written
consent. If you do so, it will be at your own expense.
3.7.
Exclusions. The Liability Waiver hereunder shall not apply to:
3.7.1.
Any Security Event Expenses and Post Event Services Expenses
arising out of or resulting, directly or indirectly, from any dishonest,
fraudulent, criminal or malicious act, error or omission, or any
intentional or knowing violation of the law, if committed by you or your
employees, officers, agents or director;
3.7.2.
Any Security Event Expenses and Post Event Services Expenses
arising out of or resulting from a claim, suit, action or proceeding
against you that is brought by or on behalf of any federal, state or
local government agency;
3.7.3.
Any Data Security Event relating to you which has experienced a prior
Data Security Event unless you were later certified as PCI compliant
by a qualified security assessor;
3.7.4.
Any Data Security Event arising out of your allowing any party (other
than its employees or us) to hold or access Cardholder Information;
3.7.5.
Any Data Security Event if Client: (i) is categorized by any Card
          
(6,000,000) Card transactions during the twelve month period prior to
the date this Addendum became effective;
3.7.6.
Any expenses, other than Security Event Expenses and Post Event
Services Expenses, incurred by you arising out of or resulting, directly
or indirectly, from a Data Security Event, including without limitation,
expenses incurred to
bring you into compliance with the PCI Data
Security Standard or any similar security standard;
3.7.7.
Any Security Event Expenses, and Post Event Services Expenses
arising out of or resulting, directly or indirectly, from physical injury,
sickness, disease, disability, shock or mental anguish sustained by
any person, including without limitation, required care, loss of
services or death at any time resulting therefrom;
3.7.8.
Any Security Event Expenses, and Post Event Services Expenses
arising out of or resulting, directly or indirectly, from any of the
following:
(a) fire, smoke, explosion, lightning, wind, water, flood,
earthquake, volcanic eruption, tidal wave, landslide, hail, an act of God
or any other physical event, however caused; or
(b) strikes or similar labor action, war, invasion, act of foreign
enemy, hostilities or warlike operations (whether declared or not), civil
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war, mutiny, civil commotion assuming the proportions of or
amounting to a popular rising, military rising, insurrection, rebellion,
revolution, military or usurped power,
or any action taken to hinder or
defend against these actions;
3.7.9.
Any Security Event Expenses, and Post Event Services Expenses
arising out of or resulting, directly or indirectly, from the presence of
or the actual, alleged or threatened discharge, dispersal, release or
escape of Pollutants, or any direction or request to test for, monitor,
clean up, remove, contain, treat, detoxify or neutralize pollutants, or
in any way respond to or assess the effects of pollutants;
3.7.10.
Your failure to comply with this Addendum or the Agreement in
connection with a Data Security Event;
3.7.11.
Any Data Security Event occurring before the effective date of this
Addendum;
3.7.12.
Any expenses incurred for, or as a result of, regularly scheduled,
recurring or routine security assessments, regulatory examinations,
inquiries or compliance activities;
3.7.13.
Any fines or assessment levied against you that are not the direct
result of a Data Security Event;
3.7.14.
Any Data Security Event arising out of any software not within your
control; provided, however, this exclusion shall not apply to a Data
Security Event arising out of a virus, Trojan horse or other software
used by a third party to obtain fraudulent access to data to your
computer system or to collect data in transit to or from your
computer system; or
3.7.15.
Any Data Security Event arising out of a breach in a computer
system in which you and other merchants, with no legal relationship
to one another, have hosted accounts or share a common database,
operating system or software applications.
3.8.
Processor Technology and IP. All technology used by us or our
licensors in connection with performing the Clover Security Services including,
software, portals, data processing systems (each of
the foregoing, in object
code and source code form), report templates, documentation and materials
(collectively,   and any of our or our  patents,
trademarks, copyrights, trade secrets and other intellectual property 
 and any derivative works of or modifications to the Processor Technology
or Processor IP, is the sole and exclusive property of, and is valuable,
confidential and proprietary to, Processor or its licensors. Except as otherwise
expressly provided herein, you shall not acquire any rights in any
Processor Technology or IP as a result of receiving the Clover Security
Services. You will not file any action, in any forum that challenges the
ownership any of the Clover Security Services, Processor Technology or
Processor IP. Failure to comply with this provision will constitute a material
breach of this Addendum. We have the right to immediately terminate your
access to and use of the Clover Security Services in the event of a challenge by
you. No additional rights are granted by implication, estoppel or otherwise.
3.9.
Data Collection. In the course of providing the Clover Security
Services, we may collect information relating to activities on your network
(the   but not limited to, network configuration, TCP/IP
packet headers and contents, log files, malicious codes, and Trojan horses.
We retain the right to use the Data or aggregations thereof for any
reasonable purpose.
3.10.
Service Does Not Guarantee Compliance or Security.
3.10.1.
You acknowledge and agree that your use of the Clover Security
Services does not guarantee your compliance with any of the rules
or security standards established by the Card Organizations. You
further acknowledge and agree that your use of the Clover Security
Services does not guarantee the security of your IP addresses or
that your systems are secure from unauthorized access. You are
responsible for establishing and maintaining your own security
policies and procedures, and for compliance with the Card
Organization Rules and security standards, including any obligation
to notify a Card Organization and/or us of any suspected breach of
your systems or any suspicious transactions or fraudulent activity.
You are responsible for any fines or penalties imposed by any Card
Organization any other expenses and liabilities pursuant to the
Agreement less only the benefits to which you may be entitled under
the Liability Waiver provisions of this Addendum. In the event of a
suspected breach of your systems or any suspicious transactions
or fraudulent activity, you authorize us to share the details of any
questionnaire or compliance report with the Card Organizations,
and grant us and our vendors the right to access and perform a scan
of the IP addresses identified within your profile. You agree and
authorize payment for the additional scan. You further agree to
cooperate with an investigation into such matter to include complying
with the Card Organization and us pursuant to the terms of the
Agreement.
3.10.2.
In addition to your obligations under the Agreement to comply with all
laws, you are solely responsible for monitoring legal developments
applicable to the operation of your business, interpreting applicable
laws and regulations, determining the requirements for compliance
with all applicable laws and regulations, and maintaining an on-going
compliance program.
3.11.
Scanning Authority; Scanning Obligations. You represent and
warrant that you have full right, power, and authority to consent for the Clover
Security Services to scan for vulnerabilities the IP address and/or URL and/or
domain names identified to us by you for scanning, whether electronically or by
any other means, whether during initial enrollment or thereafter. If applicable,
you shall obtain all consents and authorizations from any third parties necessary
for us or our vendors to perform the Clover Security Services, including,
without
limitation, third party datacenters, co-locations and hosts. We will not be required to
execute agreements with any such third parties. You agree to defend, indemnify
and hold us and our vendors harmless from any third party claim that such access
was not authorized. You may use the Clover Security Services and portals only to
scan IP addresses,
URLs and domain names owned by and registered to you.
You under- stand that your failure to provide a complete list of and complete access
to your IP addresses will significantly impair the scanning services and may
result in incomplete or inaccurate results. You agree that all Clover Security
Services hereunder, including without limitation their functionality and contents, is
confidential information, and  use and/or access to the Clover Security
Services is subject to the terms of Confidentiality in the Agreement.
3.12.
Scanning Risks. You acknowledge and understand that accessing
retrieving, transmitting, and scanning IP addresses and other data involves
inherent risks, including, without limitation, risks related to system or network
performance and availability, and data corruption. You assume full
responsibility to backup and/or otherwise protect your data against loss,
damage or destruction, and to take appropriate measures to respond to any
potential adverse impact of the systems or disruption of service.
3.13.
Use of Clover Security Services and Portals.
Your use of our or our
 services, portals, reports, and scanning solution is subject to the
following restrictions: (i) Clover Security Services, portals, and reports may only
be used for the stated purposes in this Addendum for your internal business
purposes in accordance with all applicable laws (including any export control
laws); (ii) Clover Security Services and portals utilized for scanning may only
scan IP
addresses, URLs and domain names owned by and registered to you;
and (iii) you shall limit access to the portals to only those employees and/or
contractors who have an obligation of confidentiality with you and only to those
who have a requirement for such access on a  to  basis and you
shall be solely responsible for disabling portals accounts for those employees
and/or contractors who no longer require access. You shall promptly notify us
of any unauthorized use of the Clover Security Services. You shall not (i)
decompile, reverse engineer, disassemble, or otherwise derive the source code
from any component of the Clover Security Services or portals including the
software embedded therein; (ii) modify, enhance, translate, alter, tamper with,
upgrade or create derivatives works of the portals, software or documentation;
(iii) distribute, lease, license, sell, assign, sublicense or otherwise disseminate or
transfer its rights to use any portion of the Clover Security Services to any third
party or (iv) strip out or alter any trademark, service mark, copyright, patent, trade
secret, ownership or any other proprietary or Intellectual Property notices,
legends,
warnings, markings or indications on or within any component of the
portals, software or documentation, or attempt (i), (ii), (iii) and/or (iv) above.
You shall notify us immediately if you know, suspect or have reason to know
that you or anyone you have granted access to the Clover Security Services
violated any provision of this Addendum. Further you agree not to share your
personal information (DDA, tax ID,
MID, etc.) with a third party so they may gain
access to the Clover Security Services.
3.14.
Disclaimers.
3.14.1.
We do not make and hereby expressly disclaim all representations
or warranties including, without limitation (i) that access to the Clover
Security Services will be uninterrupted or error free; (ii) that security
breaches will not occur with respect to any information communicated
through the Clover Security Services, the Internet, or any common
carrier communications facility; and (iii) as to the results that may or
TransArmor
®
Data Protection and 
Services Participation Addendum
10
Omaha_R_CloverDPTA_2412
may not be obtained by you in connection with your use of the Clover
Security Services. WE DO NOT MAKE ANY WARRANTY,
GUARANTEE OR REPRESENTATION (EITHER EXPRESS OR
IMPLIED) OF ANY KIND INCLUDING, WITHOUT LIMITATION, THE
MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS
FOR A PARTICULAR PURPOSE OF ANY SERVICES PROVIDED
UNDER THIS ADDENDUM, AND ALL SUCH WARRANTIES,
GUARANTEES AND REPRESENTATIONS ARE HEREBY
EXPRESSLY DISCLAIMED. ALL SERVICES PROVIDED UNDER
THIS ADDENDUM ARE PROVIDED ON AN "AS-IS, WITH ALL
FAULTS". USE OF THE SERVICES DOES NOT GUARANTY
SECURITY OR PREVENT A SECURITY BREACH OR
COMPROMISE. WE MAKE NO WARRANTIES, EITHER
EXPRESSED OR IMPLIED THAT PARTICIPATION AND/OR USE
OF OUR SERVICES WILL DETECT EVERY VULNERABILITY ON
YOUR SYSTEM, IF ANY, OR THAT OUR VULNERABILITY
ASSESSMENTS, SUGGESTED SOLUTIONS OR ADVICE WILL BE
ERROR-FREE OR COMPLETE. CUSTOMER AGREES THAT WE
SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY
OR USEFULNESS OF ANY INFORMATION PROVIDED BY US, OR
FOR ANY USE OF SUCH INFORMATION.
3.14.2.
You acknowledge and agree that we shall not be liable to you for any
claims, damages, losses, obligations, costs or expenses or other
liability arising directly or indirectly from or otherwise concerning (i) any
termination, suspension, delay or disruption of service (including billing
for a service) by the Internet, any common carrier or any third
party service provider; (ii) any failure, disruption or malfunction of any
of the Clover Security Services, the Internet, or any communications
network, facility or equipment beyond our or a third 
reasonable control, whether or not attributable to one or more common
carriers; (iii) your failed attempts to access the Clover Security Services
or to complete transactions via any of the Clover Security Services; (iv)
any failure to transmit, obtain or collect data or for human, machine
or software errors or faulty or erroneous input by you; (v) any
damages resulting from any delays and/or losses arising in
connection with the Clover Security Services provided hereunder; or
(vi) any loss of or inability to access data or information stored or
generated by Clover Security Services.
3.15.
Limitation of Liability. Notwithstanding anything to the contrary
in this Addendum or elsewhere, our cumulative liability to you for any claim
related to this Addendum, and your use of the Services (whether arising from
tort, statute, contract or otherwise) shall in all cases be limited to the actual, direct
and proven out-of-pocket losses, damages or expenses suffered or incurred by
you. Furthermore, our cumulative liability to you shall not, in any case,
exceed the Clover Security Services Fees paid to us by you during the 12 month
period immediately preceding the date the event giving rise to the claim
occurred. Notwithstanding anything to the contrary in this Addendum or
elsewhere, in no event shall we be liable to you or to any third party for any indirect,
special, incidental
,
consequential, punitive or unproven losses, damages or
expenses o
f
any kind, including, without limitation, lost profits or loss of goodwill
arising from the use or inability to use the Services including, without limitation,
the inability to access your data or information generated or stored on the
Services, and regardless of whether such claim arises in tort, in contract or
by statute or regulation, each of which is hereby excluded, regardless of whether
such damages were foreseeable or whether you have been advised of the
possibility of such damages. The parties acknowledge and agree that the
provisions and limitations of this Section 3.15 are of the essence of this Addendum
and that absent
them, the parties would not have agreed to this Addendum.
3.16.
Third Party Beneficiary. We have been granted the right by FDMS
to sublicense the Data Protection Service and Clover Security Services
Marks to you. As such, while we are providing the Data Protection Service and the
Clover Security Services to you, FDMS is a third-party beneficiary of the
provisions set forth in Section 2 and Section 3 hereof, with the right to receive
all benefits that we receive under Section 2 and Section 3 hereof and the right to
initiate enforcement
of the terms of this Addendum, including applicable
terms of the Agreement against you at  sole discretion, including its
successors or assigns. Except as may be provided in this Addendum or the
Agreement, a person who is not a party to this Addendum shall have no rights or
remedies under this Addendum.
3.17.
Miscellaneous; Termination. Our obligations hereunder are subject
to our ability to obtain and maintain any and all required governmental licenses,
permits or other authorizations, and our ability to comply with any and all laws,
regulations, orders and other governmental directives which may be imposed
related to the Clover Security Services. We may terminate any or all of the Clover
Security Services at any time for any reason.
GENERAL TERMS AND CONDITIONS
4.
Fees.
4.1.
Service Fees. You shall pay the fees for Services as set forth
on the
first page of this Addendum.
5.
Notices.
We may provide notices and other information regarding the Services to you via
the method(s) described in the Agreement or, with respect to Clover Service,
in the E-Sign Consent Agreement set forth above.
6.
Amendment.
We have the right to change or add to the terms of this Addendum at any time, and
to change, delete, discontinue, or impose conditions on any feature or aspect of
the Services with notice provided to you as set forth
in the Notices section of this
Addendum. Any use of the Services after
our publication of any such changes
shall constitute your acceptance of
this Agreement as modified.
7.
Third Party Beneficiaries.
 Affiliates and any Persons FDMS uses in providing the Clover Service
are intended third party beneficiaries of this Addendum, and each of them may
enforce its provisions as if it was a party hereto. Except as expressly in this
provided in this Addendum, nothing in this Addendum is intended to confer upon
any Persons any rights or remedies, and the parties do not intend for any
Persons to be third-party beneficiaries of
this Addendum.
The terms of this TransArmor Data Protection and Clover Security Services Participation Addendum (the  shall serve to
supplement the terms of your Merchant Processing Application and Agreement (the greemen. By signing below, you acknowledge that
you have read, understand and agree to comply with the terms and fees, as set forth in this Addendum. You also understand that the
above fees may be modified from time to time in accordance with your Agreement. Except as expressly set forth herein, the
Agreement is hereby ratified in all respects and shall remain in full force and effect.
BY SIGNING BELOW, YOU SEPARATELY CONSENT TO THE E-SIGN CONSENT AGREEMENT ABOVE, WHICH YOU ACKNOWLEDGE IS
REQUIRED FOR YOUR ACCEPTANCE OF THE CLOVER SERVICE AND  ACCEPTANCE OF THIS ADDENDUM.
First Data Merchant Services LLC:
By:
By
Title:
Title:
Date:
Date:
TransArmor
®
Data Protection and 
Services Participation Addendum
11
Omaha_R_CloverDPTA_2412
Exhibit A
Clover Equipment Details
Network:
Omaha Nashville
Quantity
Purchased
$ / Unit
Deployment
Fee $ / Unit
$ Total
Swap Fee*
Equipment Type
R, or
RE or
QSR***
$___________
$_____________
$___________
$____________
$___________
$_____________
$___________
$____________
$___________
$_____________
$___________
$____________
$___________
$_____________
$___________
$____________
$___________
$_____________
$___________
$____________
$___________
$_____________
$___________
$____________
$_________
$____________
$__________
$____________
$_________
$____________
$__________
$____________
$_________
$____________
$__________
$____________
$_________
$____________
$__________
$____________
$_________
$____________
$__________
$____________
Restocking Fee (Station/Flex/Mini)
$___________
$_____________
$___________
$____________
Restocking Fee (Peripherals)
$___________
$_____________
$___________
$____________
Deployment Fee
$___________
$_____________
$___________
$____________
Injection Fee
*
Swap fee applies for a device swap that occurs after the  warranty has expired.
** Device can be ordered for replacement purposes only. Either the Clover Station Duo or Station Solo bundles should be selected if merchant is requesting as all
components are required to operate the device.
***R = Retail; RE = Restaurant; QSR = Quick Service Restaurant
✔
Clover Station Duo Wi-Fi Bundle w/ CD
Clover Station Solo Bundle w/ CD
Clover Mini Wi-Fi Bundle
Clover Flex Bundle
Kitchen Printer
Clover Mini Swivel
Clover Bar Code Scanner - Handheld
Clover Bar Code Scanner - Hands Free
Clover Cash Drawer
Clover Weight Scale
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Completed 30 January 2022

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