HomeMy WebLinkAboutMulti Service Technology Solutions, Inc. 2014-11-12 (�u�� ivo , ��-� �s- 17 3
� MULTI SERVICE�
TECHNOLOGY SOLUTIONS
Merchant Services Processing Agreement
THIS AGREEMENT ("Agreement") is made as of "��,'�m� ��2014 by and between Multi
Service Technology Solutions, Inc. a Florida company ("MSTS") and ',-r�r Q-� L.('� ,,k-,�
a ���u��-� company (°MERCHANT").
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WITNESSETH:
WHEREAS, MSTS represents to MERCHANT and MERCHANT relies upon said
representation that MSTS has built and maintains multiple highly confidential and proprietary
web-based XML interfaces (the "Gateways") for the authorization and settlement of crediUdebit
card transactions (the "Card Processing Services").
WHEREAS, MERCHANT desires to use the Gateways to the MERCHANT'S locations
set forth on Schedule 1 (the "Locations") for the authorization and settlement of the credit/debit
card types set forth on Schedule 2.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. AGREEMENT
a. In accordance with the terms hereof, MSTS shall provide MERCHANT with the
Card Processing Services via the Gateways at the Locations.
b. MERCHANT agrees to the pricing and settlement terms set forth on Schedule 2.
c. Upon execution of this Agreement, MERCHANT shall become a participant of the
MSTS SERVICES Card Program (the "Program") and shall be subject to and
compliant with any operating procedures or card acceptance regulations with
respect thereto (which may be amended from time to time).
d. MERCHANT agrees to the additional terms set forth on Schedule 3.
2. COPYRIGHTS AND GRANT OF LICENSE
a. MSTS grants to MERCHANT a nonexclusive and nontransferable license to use
the Gateways and any documentation related to processing requirements,
system access or authorization (the "Documentation") exclusively for Credit Card
Processing Services with MSTS.
b. The Gateways and the Documentation shall remain the property of MSTS and no
rights, including licenses, are granted with respect thereto other than as set forth
herein.
c. MERCHANT hereby acknowledges MSTS's intellectual property, and ownership
in the Gateways and the Documentation regardless of whether a Copyright
notice appears thereon or whether a registration thereof has been obtained with
the appropriate government offices.
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TECHNOLOGY SOLUTIONS
d. MSTS and MERCHANT will cooperate to facilitate any necessary upgrades or
enhancements to the Gateways as necessary.
3. SECURITY
MERCHANT agrees to maintain commercially reasonable safeguards to protect
card data, follow PCI security standards (as applicable to accepting credit/debit
cards) and password protection relating thereto.
4. ELECTRONIC FUNDS TRANSFER
MERCHANT and MSTS shall enter into an Electronic Funds Transfer
Authorization Agreement (annexed hereto as Exhibit A , the effectiveness of
which shall coincide with the term of this Agreement and provide, among other
things, that MERCHANT authorizes MSTS to initiate debit and/or credit entries
with respect to a certain bank account of MERCHANT.
5. SUBROGATION
In recognition of the national and international nature of aviation and the
necessity for legal certainty, predictability and convenience; upon reimbursement
from Multi Service, Merchant irrevocably assigns to Multi Service all rights
acquired by Merchant, including lien rights, such as mechanics liens, resulting
from transactions for fuel and services for which Merchant has received payment
or reimbursement, to allow Multi Service to pursue payment from the account
holder.
6. CONFIDENTIALITY
a. MERCHANT acknowledges that the Gateways and the Documentation supplied
by MSTS constitute proprietary information and MERCHANT shall hold all such
information in confidence and in no way discuss or otherwise make available
such information to any third parties, including MSTS's competitors.
b. Merchant will use such information only in accordance with the provisions of this
Ag reement.
7. WARRANTIES
a. MSTS makes no warranties or representations with respect to the Credit Card
Processing Services provided under this Agreement; however, MSTS will use
reasonable efforts to work with MERCHANT to resolve any issues that arise in
� connection therewith, except as stated in the first recital set forth above.
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TECHNOLOGY SOLUTIONS
8. AVAILABILITY AND LIMITATION ON LIABILITY
a. MSTS shall use reasonable efforts to ensure that the Gateway be available 24
hours a day, seven days a week; however, due to the nature of the Gateway's
infrastructure and the Gateway's reliance on the Internet, outages are possible.
b. MSTS shall not be liable for any loss incurred by MERCHANT related to such
Internet outages.
c. In no event shall MSTS be liable to MERCHANT for any claim for loss of profits,
loss of use, interruption of business, or indirect, special, incidental or
consequential damages of any kind.
9. TERM AND TERMINATION
a. The initial term of this Agreement shall commence on the date hereof and shall
� be in effect for a period of+"r°° '�, „^^�c one (1) year.
b. Upon expiration of the initial term, this Agreement shall automatically renew for
successive one (1) year periods.
c. Either party can terminate this Agreement upon 90 days prior written notice to the
other party.
10. INDEMNIFICATION
The MERCHANT agrees to indemnify and hold harmless MSTS, its officers,
directors, employees, agents and insurers, from and against any and all losses,
damages, costs and expenses (including, without limitation, any reasonable
attorneys' fees and court costs), liabilities, claims, settlements and judgments
arising out of(i) the negligence or misconduct of MERCHANT or its officers,
directors, employees or agents, or(ii) the failure by MERCHANT or its officers,
directors, employees or agents to properly comply with the terms hereof.
MSTS aprees to indemnifv and hold harmless MERCHANT, its officers, directors
emplovees, aqents and insurers, from and aqainst anv and all losses, damaqes,
costs and expenses (includinq, without limitation, anv reasonable attornevs' fees
and court costs), liabilities, claims, settlements and iudqments arisinq out of(i)
the neqliqence or misconduct of MSTS or its officers, directors, emplovees or
aqents, or (ii) the failure bv MSTS or its officers, directors, emplovees or aqents
to properlv complv with the terms hereof.
11. ENTIRE AGREEMENT
This Agreement represents the entire agreement between the parties relating to
the subject matter hereof and supersedes any inconsistent terms and conditions
contained in any other agreement between the parties. Any modification of the
terms or conditions of this Agreement must be in writing signed by duly
authorized representatives of both parties hereto.
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TECHNOLOGY SOLUTIONS
12. MISCELLANEOUS
a. On or prior to the execution of this Agreement, MERCHANT shall complete and
deliver to MSTS a fully executed W-9 Form (Request for Taxpayer ldentification
Number and Certification) (annexed hereto as Exhibit B).
b. This Agreement may not be assigned by MERCHANT without the written consent
of MSTS.
c. This Agreement shall be governed by and construed in accordance with the laws
� of the State of€�er�da California.
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Executed this�day of 9�Y�w1�� Accepted this '_�day of ��'`:�.� `�� r�� �°— ,-
2014 2014
� Multi Service Technology Solutions, Inc.
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By; - .�,.��Ll•�✓ �/r:�,,_ `- ----'�.
By.
Name` �-ut Name:
Title: -r r�r „r,��� Title:
� MULTI SERVICE�
TECHNOLOGY SOLUTIONS
SCHEDULE 1
FBO Locations
Merchant Name Airport or Address ICAO IATA
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` �Initial �t'�=Date <<- �Z��
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TECHNOLOGY SOLUTIONS
SCHEDULE 2
Credit Card Processing Fee Schedule
WFS In-Network Dealers
Effective February 8, 2013
FBO/Merchant Name �-''�� � �-1���+ �=�i�l�z- �i2P°�
Settlement
"X" Cards Credit Card Type
Included
Discount Settlement Time
Rate
X AVCARD/MS Aero 1.95% Within 72 business hrs.
� American Express 2.99°/o Within 72 business hrs.
� Visa (Qualified) 1.99% Within 72 business hrs.
X Visa (Non-Qualified) 3.25% Within 72 business hrs.
� MasterCard (Qualified) 2.25% Within 72 business hrs.
� MasterCard (Non-Qualified) 3.25% Within 72 business hrs.
x Discover 3.50% Within 72 business hrs.
X Multi Service Aviation �U(S Fj�k 3.35% Within 72 business hrs.
AIR Card (Non-Contract) 4.25% Within 72 business hrs.
Any changes to the above fees require 90 days prior writfen notice
Note: Qualified transactions are cards swiped through the POS machine and settled
before midnight of the same day. All other scenarios (such as self-service
transactions) are non-qualified Visa/MasterCard transactions
Settlement by EFT: Sales processed through processing center will be funded to
FBO via EFT (Electronic Funds Transfer) on a daily basis. A settlement advice
notice will be electronically transmitted indicating transaction detail and settlement
amounts.
Settlement: All card types will be settled to your account within 72 business
hours after processing (excludes government and bank holidays).
Initial � Y: ----Date �( ' I Z"�`'�
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� MULTI SERVICE�
TECHNOLOGY SOLUTIONS
SCHEDULE 3
1. COMPLIANCE WITH APPLICABLE LAW
In performing their respective obligations under this Agreement, the parties agree to comply
with all Applicable Law. MERCHANT further agrees that it will not use the Gateways for
transactions prohibited under Applicable Law. For purposes of this Agreement, "Applicable
Law" means "all federal, state and local statutes, ordinances, laws, regulations and
executive, administrative and judicial orders applicable to this Agreement.
MERCHANT further agrees to cooperate with, and to provide information requested by,
MSTS as MSTS deems necessary to facilitate its compliance with all Applicable Law.
2. GENERAL REQUIREMENTS AND RESTRICTIONS FOR CARD TRANSACTIONS
a. Accuracv of Data Submitted. MERCHANT will be responsible for the quality and
accuracy of all data provided to MSTS.
b. Authorization. MERCHANT agrees to submit only card transactions for which
MERCHANT has received an authorization. If the authorization is declined,
MERCHANT shall not complete the card transaction.
c. Chargebacks. MSTS will resolve all chargebacks with MERCHANT. If the card
associations (e.g., Visa/MasterCard) determine there are excessive chargebacks
at a location, MERCHANT will be responsible for any fees assessed by the card
associations.
3. REPRESENTATIONS; WARRANTIES AND COVENANTS
Without limiting any other warranties hereunder, MERCHANT represents, warrants and
covenants with MSTS and with the submission of each card transaction reaffirms that:
a. each card transaction is genuine and arises from a bona fide transaction,
permissible under Applicable Law, by the cardholder directly with MERCHANT;
b. each card transaction amount is only for respective merchandise or services
sold; and
c. with respect to each card transaction, MERCHANT has no knowledge or notice
of any fact, circumstance or defense which would indicate that such card
transaction is fraudulent or not authorized by the related cardholder or which
would otherwise impair the validity or collectability of that cardholder's obligation
arising from that card transaction or relieve that cardholder from liability with
respect thereto.
Initial�..���Date (� � �2 �-I
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TECHNOLOGY SOLUTIONS
4. CONFIDENTIALITY
Neither MERCHANT nor MSTS will use, store, disclose, sell or disseminate any cardholder
data obtained in connection with a card transaction, except as permitted under Applicable
Law.
5. INFORMATION SECURITY.
I a. Data Protection. MERCHANT and MSTS must have proper security measures in
place for the protection of cardholder data and comply with Applicable Law,
including any applicable Payment Security Standards Council's Self-Assessment
Questionnaire ("PCI SAQ"). MERCHANT is responsible for demonstrating
MERCHANT's compliance with the PCI SAQ programs and other Applicable Law
upon request by MSTS.
b. Controls. MERCHANT must comply with all applicable PCI requirements
including, but not limited to, ensuring the secure storage of and limited access to
I all records containing cardholder data. MSTS and Merchant must not retain or
store magnetic stripe or PIN data after a transaction has been authorized.
I c. Costs. If MERCHANT, MSTS, or any of+�s their affiliates +sare determined to be
the source of any loss, disclosure, theft or compromise of inerchant submitted
cardholder data or card transaction information (together, "Compromised Data
EvenY'), impacted partv may pass on to AAC°�'�nr.�T„+ti��
breached partv any costs related to the incident that the card associations may
assess against MSTS, and/or the costs MSTS actually incurs for its investigation
of the Compromised Data Event, including those associated with examinations
and inspections, as described in Section 6.
d. Notice of Data Breach. nnGO�un��T Either party will (i) immediately notify��
the other part�of any suspected, alleged or confirmed Compromised Data Event
related to or involvinq merchant submitted card or transaction data. nn�o��
Parties-agrees that upon nnGQru�nir�� either party's suspected or actual
discovery of a defined Compromised Data Event, nnGp�uon�T that partv will not
alter or destroy any related records. nnG°�u^^'T The parties will share with
MSTS all information related to any actual or suspected Compromised Data
Event, including, but not limited to, forensic reports and systems audits. MSTS
may share such information with others as permitted under Applicable Law.
Initial s� �- Date � �' �2'��
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TECHNOLOGY SOLUTIONS
6. DATA SECURITY REMEDIATION AND OVERSIGHT
a. Remediation. In the event of a suspected, alleged or confirmed Compromised
Data Event and/or a violation of Applicable Law, MERCHANT must promptly take
appropriate corrective action, subject to MSTS's approval.
b. Examinations and Site Inspections. In the event of a suspected, alleged or
confirmed Compromised Data Event and/or a violation of Applicable Law,
MERCHANT authorizes MSTS the right to prompt access to MERCHANT and its
facilities and records for the purposes of performing any inspection, examination,
and/or copying of books or records pertaining to the affected transactions
Initial ��,� '�--� Date ��- �Z'��
� MULTI SERVICE�
TECHNOLOGY SOLUTIONS
EXHIBIT A
(One per bank Account)
EFT AUTHORIZATION FOR ELECTRONIC FUNDS TRANSFER
Merchant authorizes MSTS, to collect and deposit funds into the bank account indicated below by
means of Electronic Funds Transfer for payment of goods and services processed through the MSTS
Gateway for the following location(s):
It will also allow access for adjustments (debit transactions) in the event of billing errors or chargebacks.
Disputes regarding deposits (credits)should be made within fifteen (15)days of issuance of the account
statement. Disputes regarding charges (debits) should be made within forty-five (45) days after the
account was charged.
Until notification in writing of cancellation or modification,this authorization will continue to be valicl.
Receiving Bank City Transit/ABA#
Merchant Name
Merchant Address:
State
Branch
Acct#
City
Zip
Please send a copy of voided check with your signed agreement
Initial ' �� .=�Date �( '/Z"�'"�
-. MULTI SERVICE�
TECHNOLOGY SOLUTIONS
EXHIBIT B
Attach W-9 Form (Request for Taxpayer ldentification Number and Certification)
Initial � = Z.`- Date ''" �Z���
� MULTI SERVICE�
TECHNOLOGY SOLUTIONS
MSTS Svstem Setup Data Sheet