Terms and Condition

SET FORTH BELOW ARE VERIFONE'S STANDARD TERMS AND CONDITIONS FOR HELP DESK SERVICES AND STANDARD TERMS AND CONDITIONS FOR SOFTWARE MAINTENANCE SERVICES. BY CLICKING YOUR ACCEPTANCE BELOW, AND PURCHASING THE APPLICABLE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS APPLICABLE TO THE SERVICES YOU PURCHASED.

VERIFONE, INC.
STANDARD TERMS AND CONDITIONS FOR HELP DESK SERVICES
FOR THE RUBY SUPERSYSTEM/TOPAZ
(effective October 19, 2010)

    THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND VERIFONE, INC. ("VERIFONE") REGARDING HELP DESK SERVICES (THE "SERVICES") PROVIDED BY VERIFONE TO CUSTOMER FOR THE RUBY SUPERSYSTEM/TOPAZ. FOR PURPOSES OF THIS AGREEMENT, THE RUBY SUPERSYSTEM/TOPAZ IS COMPRISED OF THE RUBY CONSOLE/TOPAZ CONSOLE AND INTERIOR, THE CUSTOMER DISPLAY, THE ACCOMPANYING PRINTER AND PINPAD, THE CASH DRAWER AND ALL CABLES CONNECTING THE FOREGOING. ALL REFERENCES HEREIN TO "CUSTOMER" MEANS YOU AND THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT. BY ORDERING THE SERVICES FROM VERIFONE OR ITS DESIGNATED AGENT, OR BY ACCEPTING THIS AGREEMENT, CUSTOMER AGREES TO THE FOLLOWING TERMS AND CONDITIONS:

SECTION 1. DESCRIPTION OF SERVICES

The VeriFone Help Desk shall function 7 days a week, 24 hours a day, including all holidays. The Help Desk shall take calls from Customer or Customer-owned locations ("Customer Locations"). Non-operational problems may be diagnosed and repaired electronically by the Help Desk staff by dialing into the Customer Location. If it is determined that the problem is caused by the Ruby SuperSystem/Topaz, then on-site maintenance services are necessary. The Help Desk shall refer Customer or the Customer Location to an independent service contractor. In such event, all repairs and problems associated with the Ruby SuperSystem/Topaz shall be the responsibility of Customer. For non-Ruby/Topaz related problems, VeriFone shall refer Customer or the Customer Location to an independent service contractor. All repairs and charges associated with non-Ruby/Topaz related problems shall be the responsibility of Customer.

SECTION 2. FEES; PAYMENT AND TAXES

2.1 FEES. Customer shall pay the fees for the Services as set forth in the price sheet provided by VeriFone or its designated agent. Such fees shall be paid to VeriFone or its designated agent. The Services are purchased for a year in advance and are not refundable. For clarity, if a Customer Location closes, there will be no refund of any of the fees paid for the Services. If a Customer Location closes and wishes to move the Ruby/Topaz to another Customer Location, VeriFone will transfer the remaining Services to the new Customer Location upon written notice from the original purchaser of the Services, subject to payment of VeriFone's standard administrative fee.

2.2 TAXES; PAYMENT TERMS. The fees for the Services do not include any excise, sales, use or other taxes, and therefore are subject to increase in the amount of any such taxes (excluding any tax on VeriFone's net income) that VeriFone may be required to collect or pay upon the delivery of the Services. All purchases must be credit card at the time of an order unless a credit application has been submitted and approved by VeriFone prior to ordering. Payment terms for all invoiced amounts will be thirty (30) days from the date of invoice as long as the account is current. Any invoiced amount which is not paid when due shall bear a late fee at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less. If Customer fails to pay any invoiced amount when due, or if for any other reason VeriFone is not satisfied with the credit-worthiness of Customer, then VeriFone shall be entitled to withhold the provision of any Services until Customer reestablishes its credit to VeriFone's satisfaction.

SECTION 3. WARRANTY DISCLAIMERS; LIMITATION OF LIABILITY

3.1 DISCLAIMER OF WARRANTIES. THE SERVICES ARE BEING PROVIDED TO CUSTOMER "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

3.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (1) VERIFONE'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AGGREGATE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE INCIDENT UNDERLYING VERIFONE'S LIABILITY; (2) VERIFONE SHALL NOT BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF VERIFONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (3) VERIFONE SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE SERVICES, AND CUSTOMER SHALL DEFEND VERIFONE FROM, AND INDEMNIFY AND HOLD VERIFONE HARMLESS AGAINST, ALL SUCH CLAIMS. THE LIMITATIONS ON VERIFONE'S LIABILITY SET FORTH IN CLAUSES "(1)" AND "(3)" ABOVE SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OF A PHYSICAL NATURE OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY VERIFONE'S NEGLIGENCE OR INTENTIONAL MISCONDUCT. THE FOREGOING STATES THE ENTIRE LIABILITY OF VERIFONE WITH REGARD TO THIS AGREEMENT AND THE SERVICES.

THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 3 ARE A FUNDAMENTAL PART OF THE BASIS OF VERIFONE'S BARGAIN HEREUNDER, AND VERIFONE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.

SECTION 4. TERM; TERMINATION

4.1 TERM. This Agreement shall commence on the date that the Customer enrolls, and shall expire one year thereafter, unless otherwise specified in Customer's accepted purchase order. Thereafter, Customer can choose to continue the Services at VeriFone's current price per Customer Location per year if Customer renews before the current Services term expires. For expired Services, new Services will not start until payment is processed. Receipt of payment prior to expiration will ensure no lapse in current coverage. For credit card orders, allow 24 business hours for processing. Customer Locations that have lapsed coverage will pay a higher price than those renewed prior to expiration. VeriFone reserves the right to terminate the Services by written notice to Customer at least sixty (60) days prior to each renewal date.

4.2 SURVIVAL. Notwithstanding anything to the contrary contained in this Agreement, Sections 2 (until all fees are paid), 3, 4.2 and 5 shall survive any expiration or termination of this Agreement.

SECTION 5. GENERAL

This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter. Any term or condition in any order, confirmation or other document furnished by Customer which is in any way inconsistent with or in addition to the terms and conditions set forth in this Agreement is hereby expressly rejected. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of California, without regard to its conflicts of laws principles. Customer may not assign this Agreement, in whole or in part, without VeriFone's prior written consent; except that Customer may assign this Agreement in its entirety without VeriFone's consent to any entity that buys or otherwise acquires all or substantially all of Customer's assets, whether by merger, reorganization or otherwise, provided Customer give VeriFone written notice of such assignment and the assignee agrees to be bound by the terms of this Agreement. Subject to the preceding sentence, this Agreement shall bind Customer and its permitted successors and assigns. Notwithstanding anything to the contrary herein, VeriFone shall be free to assign this Agreement and may engage subcontractors to perform any of its obligations under this Agreement. Any modification, amendment, supplement, or other change to this Agreement must be in writing and signed by duly authorized representatives of VeriFone and Customer. All waivers must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. Any notice required hereunder shall be in writing and shall be delivered in person or by courier, or sent by electronic facsimile (fax), and addressed to VeriFone at 2099 Gateway Place, Suite 600, San Jose, CA 95110, Attn: Legal Department, and to Customer at the address for Customer in VeriFone's customer database, or to such other address as shall be given in accordance with this paragraph. Any such notice shall be effective upon receipt VeriFone shall not be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including without limitation acts or omissions of government or military authority, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots or wars.

END OF TERMS AND CONDITIONS FOR HELP DESK SERVICES
Rev. Date 10/14/10

VERIFONE, INC.
STANDARD TERMS AND CONDITIONS FOR SOFTWARE MAINTENANCE SERVICES
FOR THE RUBY SUPERSYSTEM/TOPAZ
(effective October 19, 2010)

    THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND VERIFONE, INC. ("VERIFONE") REGARDING SOFTWARE MAINTENANCE SERVICES PROVIDED BY VERIFONE TO CUSTOMER FOR THE SOFTWARE (THE "SERVICES"). FOR PURPOSES OF THIS AGREEMENT, THE SOFTWARE IS COMPRISED OF THAT CERTAIN APPLICATION SOFTWARE (IN OBJECT CODE FORM) USED BY CUSTOMER ON VERIFONE'S POS SYSTEMS (RUBY, SAPPHIRE AND TOPAZ), IDENTIFIED BY VERIFONE BY REFERENCE TO CUSTOMER'S BRAND OR HOST PROVIDER, E.G., XXXPAK, AS WELL AS CERTAIN OTHER APPLICATION SOFTWARE (IN OBJECT CODE FORM) FOR VERIFONE DEVICES DESIGNATED BY VERIFONE FROM TIME TO TIME IN WRITING AS COVERED UNDER VERIFONE'S SOFTWARE MAINTENANCE PROGRAM, INCLUDING WITHOUT LIMITATION, OPENPAY, PETROPAY, VIPERPAY AND SMART FUEL SOLUTIONS. ALL REFERENCES HEREIN TO "CUSTOMER" MEAN YOU AND THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT. BY ORDERING THE SERVICES FROM VERIFONE, OR BY ACCEPTING THIS AGREEMENT, CUSTOMER AGREES TO THE FOLLOWING TERMS AND CONDITIONS:

1. SOFTWARE UPDATES

1.1 UPDATES. During the term of this Agreement, Customer shall be entitled to obtain Software updates from VeriFone in accordance with Section 1 ("Software updates"). Software updates shall include error corrections, feature enhancements, and other general industry regulation and compliance updates on a when and if available basis, as determined by VeriFone in its sole discretion. Customer acknowledges that VeriFone is under no obligation to release any Software updates under this Agreement.

1.2 AVAILABILITY. Software updates, when and if available, will be distributed either through the Premier Portal or directly from VeriFone through remote software downloading. Accessing software from the Premier Portal will require contracting with a local service provider to obtain the Software update and installing the Software update for Customer. Accessing the Software update directly will require that Customer have a Sapphire site controller with a minimum of Base Code 168 functionality and a broadband connection.

2. SERVICE FEES

2.1 FEES. Customer shall pay VeriFone or its designated agent the service fees for the Services as set forth on VeriFone's standard price list. Such fees shall be paid an annual basis for the Initial Term and each Renewal Term (each as defined in Section 3 herein). However, if Customer has an existing contract with VeriFone for Help Desk services, the parties agree that the fees for the Initial Term shall be limited to the applicable fees for the Software Maintenance services, prorated for the months remaining until the date such Help Desk contract expires. All fees are non-refundable. VeriFone reserves the right to change the fees for the Services without notice at any time.

2.2 TAXES; PAYMENT TERMS. The fees for the Services do not include any excise, sales, use or other taxes, and therefore are subject to increase in the amount of any such taxes (excluding any tax on VeriFone's net income) that VeriFone may be required to collect or pay upon the delivery of the Services. All purchases must be credit card at the time of an order unless a credit application has been submitted and approved by VeriFone prior to ordering. Payment terms for all invoiced amounts will be thirty (30) days from the date of invoice as long as the account is current. Any invoiced amount which is not paid when due shall bear a late fee at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less. If Customer fails to pay any invoiced amount when due, or if for any other reason VeriFone is not satisfied with the credit-worthiness of Customer, then VeriFone shall be entitled to withhold the provision of any Services until Customer reestablishes its credit to VeriFone's satisfaction.

3. TERM AND TERMINATION

3.1 INITIAL TERM. The term of this Agreement shall begin on the date that the Customer enrolls in VeriFone's software maintenance program, and shall expire one year thereafter (the "Initial Term"). However, if Customer enrolls prior to November 1, 2010, the parties agree that the Initial Term shall expire on October 31, 2011. Further, if Customer enrolls after November 1, 2010, VeriFone may require Customer to pay VeriFone an instant enrollment fee, as well as full payment of the Service fees, and the parties agree that the commencement date of this Agreement shall be retroactive to November 1, 2010, with Customer entitled to access any Software updates issued by VeriFone during the period from November 1, 2010 to such enrollment date. Notwithstanding the foregoing, if Customer has an existing contract with VeriFone for Help Desk services, the parties agree that the Initial Term shall expire as of the date such Help Desk contract will expire (not to exceed one year).

3.2 RENEWAL TERM. After the Initial Term, Customer can choose to continue the Services at VeriFone's current price per Customer Location per year if Customer renews before the current Services term expires (each, a "Renewal Term"). VeriFone reserves the right to terminate the Services by written notice to Customer at least sixty (60) days prior to each renewal date.

3.3 FAILURE TO RENEW. Customer acknowledges that if this Agreement is not renewed for any reason and if Customer desires to obtain the Services for the Software at any later date, VeriFone may require Customer to pay VeriFone an instant enrollment fee, as well as full payment of the service fees for the lapsed period. If VeriFone agrees to honor Customer's request to restart the Services, then, upon such payment: (a) this Agreement shall be deemed renewed retroactive to the renewal date, and (b) Customer shall be entitled to access any Software updates issued by VeriFone during the lapsed period. VeriFone has no obligation to honor any Customer request to restart the Services under this Section 3.3.

3.4 TERMINATION. If any of the following circumstances occur, VeriFone will have the right to terminate this Agreement by giving notice to Customer: (a) Customer fails to pay when due any sum owing hereunder and such failure continues for ten (10) days after the date when due; or (b) Customer fails to perform any of its other obligations under this Agreement and such failure continues for a period of twenty (20) days after receipt by Customer of notice from VeriFone specifying such failure. In addition, VeriFone will have the right to terminate this Agreement as to particular Software by giving sixty (60) days written notice to Customer in the event VeriFone ceases to maintain such Software for all its customers generally.

3.5 SURVIVAL. Notwithstanding anything to the contrary contained in this Agreement, Sections 2 (until all fees are paid), 3.3, 3.4, 3.5, 4, 5 and 6 shall survive any expiration or termination of this Agreement.

4. LICENSE; OWNERSHIP

4.1 LICENSE. Customer acknowledges and agrees that VeriFone is contemporaneously granting or previously granted to Customer (either directly or pursuant to Customer's agreement with its brand or host provider) a non-exclusive, non-transferable limited license to use the Software, together with the VeriFone device, and in the country, for which it was designed, for the sole purpose of using such device at Customer's site. All Software updates provided pursuant to this Agreement shall be regarded as the "Software" for purposes of this Agreement.

4.2 OWNERSHIP; RESTRICTIONS. As between the parties, VeriFone owns all right, title and interest in the Software, except for the limited right granted to Customer under Section 4.1 herein. Customer shall not reverse engineer, decompile, disassemble, translate, modify, alter or change the Software, or any part thereof. Customer shall not copy the Software, except to install the Software on the VeriFone equipment at Customer's site. Except as permitted in connection with an assignment under Section 6 below, Customer shall have no right to market, distribute, sell, assign, pledge, sublicense, lease, deliver or otherwise transfer the Software. Customer shall have no right to obtain source code for the Software by any means. Customer shall not remove from the Software, or alter, any of VeriFone's trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to the Software.

5. DISCLAIMER; LIMITATION OF LIABILITY

5.1 DISCLAIMER OF WARRANTIES. VERIFONE MAKES NO REPRESENTATIONS OR WARRANTIES HEREUNDER AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES OR WITH RESPECT TO ANY SOFTWARE UPDATES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VERIFONE DOES NOT WARRANT AND MAKES NO ASSURANCES THAT THE OPERATION OF THE SOFTWARE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE AND HEREBY DISCLAIMS ALL LIABILITY ON ACCOUNT THEREOF.

5.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (1) VERIFONE'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE AND THE SERVICES, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AGGREGATE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE INCIDENT UNDERLYING VERIFONE'S LIABILITY; (2) VERIFONE SHALL NOT BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF VERIFONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (3) VERIFONE SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE SOFTWARE OR THE SERVICES, AND CUSTOMER SHALL DEFEND VERIFONE FROM, AND INDEMNIFY AND HOLD VERIFONE HARMLESS AGAINST, ALL SUCH CLAIMS. THE LIMITATIONS ON VERIFONE'S LIABILITY SET FORTH IN CLAUSES "(1)" AND "(3)" ABOVE SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OF A PHYSICAL NATURE OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY VERIFONE'S NEGLIGENCE OR INTENTIONAL MISCONDUCT. THE FOREGOING STATES THE ENTIRE LIABILITY OF VERIFONE WITH REGARD TO THIS AGREEMENT, THE SOFTWARE AND THE SERVICES. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 5 ARE A FUNDAMENTAL PART OF THE BASIS OF VERIFONE'S BARGAIN HEREUNDER, AND VERIFONE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.

6. GENERAL

This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter. Any term or condition in any order, confirmation or other document furnished by Customer which is in any way inconsistent with or in addition to the terms and conditions set forth in this Agreement is hereby expressly rejected. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of California, without regard to its conflicts of laws principles. Customer may not assign this Agreement, in whole or in part, without VeriFone's prior written consent; except that Customer may assign this Agreement in its entirety without VeriFone's consent to any entity that buys or otherwise acquires all or substantially all of Customer's assets, whether by merger, reorganization or otherwise, provided Customer give VeriFone written notice of such assignment and the assignee agrees to be bound by the terms of this Agreement. Subject to the preceding sentence, this Agreement shall bind Customer and its permitted successors and assigns. Notwithstanding anything to the contrary herein, VeriFone shall be free to assign this Agreement and may engage subcontractors to perform any of its obligations under this Agreement. Any modification, amendment, supplement, or other change to this Agreement must be in writing and signed by duly authorized representatives of VeriFone and Customer. All waivers must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. Any notice required hereunder shall be in writing and shall be delivered in person or by courier, or sent by electronic facsimile (fax), and addressed to VeriFone at 2099 Gateway Place, Suite 600, San Jose, CA 95110, Attn: Legal Department, and to Customer at the address for Customer in VeriFone's customer database, or to such other address as shall be given in accordance with this paragraph. Any such notice shall be effective upon receipt VeriFone shall not be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including without limitation acts or omissions of government or military authority, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots or wars.

END OF TERMS AND CONDITIONS FOR SOFTWARE MAINTENANCE SERVICES
Rev. Date 10/14/10