1 POINT AND PAY, LLC
E-PAYMENT SERVICES AGREEMENT
PARTIES:
Point and Pay, LLC (“PNP”) d/b/a Point & Pay
A subsidiary of NAB, doing business in Delaware
SECTION 1 E-PAYMENT SERVICES
1.1 ACCESS TO PAYMENT MODULES
1.1.1 Pursuant to this E-Payment Services Agreement
(this “Agreement”), PNP grants Client a limited, nonexclusive, non-transferable and terminable license for the duration of the Term to use the electronic payment
services (the “Services”) and payment modules (each, a
“Module”) chosen in the attached client application
(“Client Onboarding”) to enable Client’s customers
(“Customers”) to make payments to Client using a
Payment Device. “Payment Device” means the payment
type(s) chosen by Client on the Client Onboarding form.
A description of all Modules, Services, training and
support offered by PNP is attached as Exhibit A (the
“SERVICES DESCRIPTION”).
1.1.2 Payment types are Debit Cards, Credit Cards or
electronic checks (“e-Check”). A “Debit Card” is a valid payment card with a VISA, MasterCard or Discover
Network mark that is tied to a cardholder’s bank account or a prepaid account and which is processed with or
without the use of a PIN. A “Credit Card” is a valid
payment card authorizing the cardholder to buy goods
or services on credit and bearing the service mark of
VISA, MasterCard, Discover Network or AXP. Client
agrees to comply with and be subject to all rules and
regulations of MasterCard International, Inc.,
(“MasterCard”), Visa International (“VISA”), Discover
Network (“Discover Network”), American Express
(“AXP”) (collectively, the “Rules”) and National
Automated Clearing House Association rules and
regulations (“Nacha Rules”), as they may exist or are
modified from time to time and as applicable to Client’s activities under this Agreement. Client also agrees to
comply with all guidelines, policies and procedures for services provided to Client by PNP from time to time.
1.1.3 At the time of Client’s execution of this
Agreement, Client shall also return the completed Client Onboarding form to PNP. Subject to the terms and
conditions of this Agreement, the Services may be also
be used by the affiliated offices, bureaus, agencies or departments of Client (“Affiliates”). Each Affiliate that uses the Services shall complete a Client Onboarding
form prior to commencement of the Services after which
PNP E-Payment Services Agreement v5.1 rev 05.13.24
PNP will recognize such Affiliate as the Client pursuant to all of the terms and conditions of the Agreement.
1.2 CLIENT REPRESENTATIVES
PNP will provide Client’s authorized representatives with a logon and password to access the Counter Module.
Client shall be solely responsible for maintaining the
confidentiality and security of the logons and passwords provided by PNP. Client will cause each of its
representatives to change the initial password, keep the passwords confidential, refrain from sharing passwords
and/or logon information with any unauthorized user,
and use no other password to access the Counter
Module. PNP shall be entitled to rely on any
communications it receives under Client’s passwords,
logon information, and/or account number as having
been sent by Client, without conducting any further
checks as to the identity of the user of such information.
PNP will not be responsible for the operability or
functionality of any of Client’s computer equipment,
system, browser or Internet connectivity.
1.3 PAYMENT DEVICE TRANSACTIONS
All Payment Device transactions using the Services will be processed through a secured link. The parties to each Payment Device transaction will be the Customer
cardholder or checking account owner and the Client
(provided that, with respect to applicable service or
convenience fees charges, such portion of the
transaction will be between Customer and PNP).
1.4 E-CHECK TRANSACTIONS ACH AUTHORIZATIONS
1.4.1 DEFINITIONS
1.4.1.1 “ACH Entry” means any electronic funds
transfer initiated through the ACH System resulting in a credit to a Designated Account (“Debit Entry”) or a debit to a designated account (“Credit Entry”);
1.4.1.2 “ACH System” means the automated
clearinghouse or other system used for bulk file
transfers;
1.4.2 E-CHECK TRANSACTIONS. e-Check transactions
are executed by creating or originating authorized ACH
Entries using checking account information provided by
a Customer. PNP will provide ACH origination services
PNP E-Payment Services Agreement v5.1 rev 05.13.24 2
to Client relating to ACH Entries, pursuant to the terms of this Agreement and the Nacha Rules, with PNP’s
designated financial institution acting as an Originating Depository Financial Institution (“ODFI”) with respect to such ACH Entries. In addition:
1.4.2.1 Client authorizes PNP and its designated ODFI
to originate Entries on behalf of Client;
1.4.2.2 Client agrees to any restrictions on the types
of ACH Entries that may be originated;
1.4.2.3 Subject to Section 8.3 below, Client
acknowledges and agrees to the right of the PNP and its designated ODFI to terminate or suspend this
Agreement for breach of the Rules in a manner that
permits PNP and the ODFI to comply with the Rules;
1.4.2.4 Client acknowledges and agrees to the right of
PNP and the ODFI to audit Client’s compliance with the
Agreement, including compliance with Nacha Rules;
and
1.4.2.5 Client represents and warrants that it has the
full authority and capacity to bind its Affiliates to
the terms of the Agreement.
1.5 SERVICE PROMOTION
Client will use reasonable efforts to promote the
Services and build awareness of the Services with its
Customers through various media including, but not
limited to:
● Bill inserts, counter displays, and
announcements in Client’s newsletter
● Main website page announcements with an
easily accessible, one-click link to payments
page.
● Pre-recorded phone message with the ability
to transfer to payments IVR (e.g., “Press 2 to
make a payment”) or provide the IVR phone
number to call.
● The parties shall mutually agree upon press
releases announcing the availability of
electronic payment services and the partnering
of Client and PNP.
1.6 TRADEMARK LICENSE
PNP grants Client a limited, non-exclusive, nontransferable license to use the PNP trademarks, service marks and logos provided by PNP to Client (the
“Trademarks”) solely in connection with Client’s
promotion of the Services to Customers. Client shall not alter the Trademarks nor use the Trademarks in any way
which is disparaging, dilutive or otherwise adversely
affects the reputation of PNP.
1.7 CLIENT LOGO LICENSE
Client grants PNP a limited, non-exclusive, nontransferable license to use its applicable logos, copyrighted works and trademarks (“Client Marks”)
solely in connection with the Services provided to Client.
Client shall provide the Client Marks to PNP for use with the Services. Client represents that it has all intellectual property rights required for Client’s and PNP’s use of
Client Marks, and shall indemnify PNP against any third party claims that the Client Marks infringe the
intellectual property rights of a third party.
SECTION 2 COMPENSATION
2.1 SERVICES TRANSACTION FEE
PNP will charge the transaction fee to use the Services set forth on the Client Onboarding form. If Services fees are charged directly to Customers by PNP, Customers
will receive a notice each time they use the Services
stating that the Services are provided by PNP and that a convenience or service fee is charged for use of the
Services. PNP may change the amount of such fee by
notifying Client of such new amount at least thirty (30) days prior to such change.
2.2 ACTIVATION AND MONTHLY FEES
If applicable, Client shall pay a one-time Activation Fee and Monthly Fees as set forth on the Client Onboarding
form. If Client does not implement the Service under
this Agreement within six months after the Effective
Date, other than due to a material breach by PNP, all
unpaid fees that would have been assessed in the first
year of the Term shall become immediately due and
payable.
2.3 CHARGEBACKS AND RETURNS
Unless otherwise specified in the Client Onboarding
form, and without limiting any other rights it may have, PNP will set off (a) the amount of any charge-backs,
refusals to pay and returns from any amounts otherwise
owing by PNP to Client and (b) a transaction handling fee for charge-backs and non-sufficient funds (NSF) as
specified in the Client Application
2.4 ACH DEBIT OF FEES
Client hereby authorizes PNP, and any subsidiary or
successor thereof, solely with respect to amounts due
pursuant to this Agreement and any subsequent
agreements between Client and PNP, including but not
limited to convenience or service fees, transaction fees, charge-backs and returns as set forth in Sections 2.1 and
2.3 of this Agreement, to initiate Automated Clearing
PNP E-Payment Services Agreement v5.1 rev 05.13.24 3
House (“ACH”) Authorizations to credit and debit Client’s bank account as set forth on the Client Onboarding form attached as Exhibit B, or otherwise provided by Client.
SECTION 3 INTELLECTUAL PROPERTY;
CONFIDENTIALITY
3.1 NO TRANSFER OR LICENSE
Except for the rights expressly granted to Client in this Agreement, no PNP Intellectual Property Right is
transferred or licensed to Client pursuant to this
Agreement, by implication or otherwise. PNP reserves
and retains all rights, title and interests in and to the PNP Intellectual Property Rights, and all copies, revisions, modifications, updates, and upgrades thereof. Client
agrees not to remove, alter or destroy any copyright,
patent notice, trademark or other proprietary markings
or confidential legends placed on or within any portion of the PNP Intellectual Property Rights. For purposes of this Agreement, “Intellectual Property Rights” means
all the intellectual property, industrial and other
proprietary rights, protected or protectable, under the laws of the United States, any foreign country, or any
political subdivision thereof, including (a) all trade
names, trade dress, trademarks, service marks, logos,
brand names and other identifiers, (b) copyrights, moral rights (including rights of attribution and rights of
integrity), (c) all trade secrets, inventions, discoveries, devices, processes, designs, techniques, ideas, knowhow and other confidential or proprietary information, whether or not reduced to practice, (d) all domestic and foreign patents and the registrations, applications,
renewals, extensions and continuations (in whole or in
part) thereof, and (e) all goodwill associated with any of the foregoing and (f) all rights and causes of action for infringement, misappropriation, misuse, dilution or
unfair trade practices associated with (a) through (d)
above.
3.2 OWNERSHIP AND USE OF PNP MATERIALS
Any software developed by or on behalf of PNP for use
in connection with the Services remains the exclusive
property of PNP. Client will not sell, transfer, barter, trade, license, modify or copy any such software. Web
pages accessible through use of the Services are the
copyrighted intellectual property of PNP and may not be copied in whole or part by anyone. Any training
materials (including, but not limited to, webinars and
manuals) provided to Client by PNP shall remain the
exclusive property of PNP. PNP grants Client and Client’s personnel a limited, non-exclusive, non-transferrable
license to use and to make copies of the training
materials with its personnel solely in connection with the Services. Training materials may not be modified by
Client or its personnel or disclosed to any third party, including Client’s end-user Customers. Client shall
ensure all personnel shall complete and review all
training materials prior to using the Services.
3.3 REVERSE ENGINEERING
Client will not reverse engineer, reverse assemble,
decompile or disassemble any of PNP’s intellectual
property, nor will Client attempt to do so or enable any third party to do so or otherwise attempt to discover any source code, modify the Service in any manner or form,
or use unauthorized modified versions of the Service,
including (without limitation) for the purpose of building a similar or competitive product or service or for the
purpose of obtaining unauthorized access to the Service.
Client is expressly prohibited from sublicensing use of the Service to any third parties. If Client becomes aware that any person has engaged or is likely to have engaged in any of the activities described in this Section 3.3, Client will promptly notify PNP.
3.4 CONFIDENTIAL INFORMATION
3.4.1 Any Confidential Information provided by PNP
to Client pursuant to this Agreement will remain the
exclusive property of PNP. Client will disclose such
Confidential Information only to those of its
representatives and employees who need to know such
Confidential Information for purposes of performing
this Agreement, who are informed of the confidential
nature of the Confidential Information and who agree,
for the benefit of PNP, to be bound by the terms of
confidentiality in this Agreement. Client will, and will cause each of its representatives and employees, to
keep confidential and not to disclose in any manner
whatsoever any Confidential Information provided by
PNP pursuant to this Agreement, and not to use such
Confidential Information, in whole or in part, directly or indirectly, for any purpose at any time other than for the purposes contemplated by this Agreement.
Notwithstanding the foregoing, if Client is a city, county, township or similar entity, or government agency or
department thereof, Client may disclose Confidential
Information as necessary to comply with applicable
public records laws.
3.4.2 For purposes of this Agreement, “Confidential
Information” means all nonpublic or proprietary
information of PNP, including proprietary, technical,
development, marketing, sales, operating,
performances, cost, know-how, business and process
information, computer programs and programming
techniques, security features (including, without
limitation, multi-level access and log-in features, audit trail setup, interfaces between the Counter Module and
the Internet or IVR Modules), all record bearing media
containing or disclosing such information and
PNP E-Payment Services Agreement v5.1 rev 05.13.24 4
techniques, and anything marked confidential, that is
disclosed by PNP to Client pursuant to this Agreement.
Confidential Information also includes the terms and
conditions of this Agreement.
3.5 EXCLUSIONS
The term Confidential Information will not apply to
information that: (a) is or becomes generally available to the public other than as a result of a disclosure by Client in breach of this Agreement; (b) was within Client’s
possession prior to its disclosure by or on behalf of PNP, provided that the discloser of such information was not known by Client to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, PNP with respect to such information; (c) becomes available to Client on a nonconfidential basis from a source other than PNP, provided that such source is not known by Client to be
bound by a confidentiality agreement with, or other
contractual, legal or fiduciary obligation of
confidentiality to, PNP with respect to such information; or (d) is developed independently by Client, as
demonstrated by the written records of Client, without
use of such information. The confidentiality obligations of Client pursuant to this Agreement will not apply to any Confidential Information of PNP that Client is legally
compelled to disclose. In the event Client becomes
legally compelled to disclose any Confidential
Information provided pursuant to this Agreement, Client will provide PNP with prompt written notice so that PNP may seek a protective order or other appropriate
remedy or waive compliance with the confidentiality
provisions of this Agreement.
3.6 FAILURE TO COMPLY
If Client fails to comply with any of its obligations
pursuant to this Section 3, PNP will have the right to
immediately terminate this Agreement by providing
written notice of such termination to Client.
3.7 SURVIVAL
The rights and obligations of the parties provided for in this Section 3 will survive any expiration or termination of this Agreement or its term.
SECTION 4 WARRANTIES; DISCLAIMER
4.1 WARRANTIES
4.1.1 Each party represents and warrants that it has
the full legal right, authority and power to enter into this Agreement and perform its obligations hereunder.
4.1.2 PNP represents and warrants that the Services
will be provided in a professional, workman-like manner consistent with industry standards.
4.2 DISCLAIMERS
4.2.1 PNP does not represent that Client’s or its
Customers use of the Services will be uninterrupted or
error-free, or that the system that makes the Services
available will be free of viruses or other harmful
components resulting from the Internet or any third
party providers or products outside the control of PNP.
4.2.2 EXCEPT FOR THE WARRANTIES EXPRESSLY SET
FORTH IN THIS SECTION 4, PNP DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE
SERVICE IS PROVIDED TO CLIENT ON AN “AS IS” AND “AS
AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY.
SECTION 5 LIMITATIONS OF LIABILITY AND
OBLIGATION
5.1 DAMAGES AND LIABILITY LIMIT
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY IN CONNECTION
WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, RELIANCE, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST
PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY
RELEASES THE OTHER PARTY AND ALL OF THE OTHER
PARTY’S AFFILIATES, EMPLOYEES, AND AGENTS FROM
ANY SUCH DAMAGES. IN NO EVENT WILL PNP HAVE OR
INCUR ANY LIABILITY TO CLIENT OR ANY THIRD PARTY IN
EXCESS OF THE AGGREGATE COMPENSATION RECEIVED
BY PNP FOR THE SIX-MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO A CLAIM FOR
SUCH LIABILITY. THE FOREGOING EXCLUSIONS AND
LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY
FAILS ITS ESSENTIAL PURPOSE.
5.2 REFUSALS OF PAYMENT
PNP will not be liable for charge-backs or other refusals of payment initiated by any Customer. All such chargebacks and other refusals of payment will be refunded by PNP to the Customer and Client will mark and otherwise
treat the related Customer account as “unpaid.”
5.3 ERRORS AND OMISSIONS
PNP will not be liable for any errors or omissions in data provided by Client or Customers. Client will be
responsible for the accuracy of data provided to PNP for use in providing the Services.
PNP E-Payment Services Agreement v5.1 rev 05.13.24 5
5.4 BANK ACTIONS
PNP will not be liable for any errors, omissions or delays attributable to the acts or omissions of any bank or other third party involved in the processing of any Payment
Device payment.
SECTION 6 CARDHOLDER DATA SECURITY
To the extent applicable, each of the parties shall be
required to comply at all times with the Payment Card
Industry Data Security Standards (“PCI-DSS”) in effect
and as may be amended from time to time during the
term of the Agreement. The current PCI-DSS
specifications are available on the PCI Security
Standards Council website which may be amended or
modified at: https://www.pcisecuritystandards.org.
SECTION 7 EXCLUSIVITY
Client agrees that PNP will be the exclusive provider of fee-based electronic payment services and that Client
may not procure similar such services from any other
party.
SECTION 8 TERM AND TERMINATION
8.1 TERM
The initial term of this Agreement will commence on the Effective Date and will end on the Third (3rd) anniversary of the Effective Date (the “Initial Term”). This
Agreement will automatically renew for one
successive two-year extension, exercised by the
City. The term of this Agreement will terminate at
the end of the Initial Term or any subsequent Renewal
Term if either party provides written notice of such
termination to the other party at least sixty (60)
days prior to the expiration of the applicable Term.
8.2 IN THE EVENT OF BREACH; EFFECT ON AFFILIATES
8.2.1 Subject to the opportunity to cure set forth
below, either party may terminate this Agreement upon
sixty (60) days written notice to the other party in the event of a material, uncured breach of any provision of this Agreement by the other party. Such notice by the
complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to
provide the alleged breaching party a meaningful
opportunity to cure such alleged breach (“Notice”).
8.2.2 Following receipt of Notice, the alleged
breaching party shall have sixty (60) days to cure such alleged breach. Upon termination or expiration of this
Agreement, Client shall have no rights to continue use
of the Service or the Modules. Expiration or
termination of the Agreement by Client or PNP shall
also terminate the Affiliates’ rights under the
Agreement unless otherwise agreed by the parties in
writing. PNP may terminate the Agreement solely with
respect to an individual Affiliate without affecting the rights and obligations of Client and other Affiliates
under the Agreement.
8.3 MODIFICATION/DISCONTINUATION OF SERVICE
PNP reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or
any part thereof). In addition, PNP will have the right to discontinue accepting any Payment Device by providing
not less than ten (10) days’ written notice to Client. In the event that PNP modifies the Service in a manner
which removes or disables a feature or functionality on which Client materially relies, PNP, at Client’s request, shall use commercially reasonable efforts to
substantially restore such functionality to Client. In the event that PNP is unable to substantially restore such
functionality within sixty (60) days, Client shall have the right to terminate the Agreement. Client acknowledges
that PNP reserves the right to discontinue offering the Service and any support at the conclusion of Client’s
then-current Term. Client agrees that PNP shall not be
liable to Client nor to any third party for any modification of the Service as described in this Section.
SECTION 9 PAYMENT DEVICE DEPOSITS
The exact amount of each approved Payment
Device transaction will be electronically deposited
into the Client bank account identified on the Client
Onboarding form. PNP shall initiate such deposits as
specified on the attached Client Onboarding form.
PNP will provide Client’s authorized employees
with access to PNP’s online transaction reports
for reconciliation purposes.
SECTION 10 FORCE MAJEURE
PNP will not be responsible for its failure to perform
under this Agreement due to causes beyond its
reasonable control, including acts of God, wars, riots, revolutions, acts of civil or military authorities, terrorism, fires, floods, sabotage, nuclear incidents, earthquakes, storms, pandemics or epidemics. If the provision of
Services under this Agreement is delayed by such an
event or condition, PNP will promptly notify Client
thereof. PNP will use commercially reasonable efforts to overcome any such cause for delay as soon as
is reasonably practicable.
PNP E-Payment Services Agreement v5.1 rev 05.13.24 6
SECTION 11 GOVERNING LAW
This Agreement will be interpreted, construed and
enforced in all respects in accordance with the laws of the State of ____________________ without reference to
its conflicts of law principles.
SECTION 12 NOTICES
All notices or other communications required or
permitted by this Agreement must be in writing and will be deemed to have been duly given when delivered
personally to the party for whom such notice was
intended, or upon actual receipt if sent by facsimile or delivered by a nationally recognized overnight delivery service, or at the expiration of the third day after the date of deposit if deposited in the United States mail, postage pre-paid, certified or registered, return receipt requested, to the respective parties at:
If to Client: See Client Onboarding
If to PNP: Point and Pay, LLC
110 State Street East
Oldsmar, FL 34677
SECTION 13 MISCELLANEOUS
The headings of sections and subsections of this
Agreement are for convenience of reference only and
will not be construed to alter the meaning of any
provision of this Agreement. PNP is an independent
contractor and nothing in this Agreement will be
deemed to create any agency, employee-employer
relationship, partnership, franchise or joint venture
between the parties. Except as otherwise specifically
provided in this Agreement, neither party will have, or represent that it has the right, power or authority to
bind, contract or commit the other party or to create any obligation on behalf of the other party. Each of the
parties will have any and all rights and remedies
available to them under all applicable laws. The
remedies provided for in this Agreement will be deemed
to be non-exclusive and in addition to any other
available remedy at law or in equity. All rights and
remedies are cumulative and may be exercised
singularly or concurrently. Client may not assign or
transfer any of its rights or delegate any of its obligations under this Agreement to any third party, by operation of law or otherwise, without the prior written consent of
PNP. Any attempted assignment or transfer in violation
of the foregoing will be void. This Agreement will be
binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. Client shall comply with all applicable laws, rules, treaties, and regulations in its performance of this Agreement, including, without
limitation, the Rules and Nacha Rules. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, the remaining provisions of
this Agreement will not be affected and the illegal,
invalid, or unenforceable provision will be deemed
modified such that it the intention of the parties to the fullest extent possible. No amendment or modification
of this Agreement will be effective unless it is in writing and executed by both of the parties. Nothing contained
in this Agreement establishes, creates, or is intended to or will be construed to establish or create, any right in or obligation to any third party. This Agreement, the
Exhibit(s) and the Client Application set forth the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings and
agreements, whether written or oral, between the
parties with respect to such subject matter.
The parties have duly executed this Agreement as of the date of the last signature below (the “Effective Date”).
Point and Pay, LLC
BY: _______________________________________________
NAME: __Kevin Connell________________________
TITLE: ___Chief Executive Officer_____________
DATE: ____________________________________________
BY: ________________________________________________
NAME: _____________________________________________
TITLE: ______________________________________________
DATE: ______________________________________________
PNP E-Payment Services Agreement v5.1 rev 05.13.24 7
EXHIBIT A
SERVICES DESCRIPTION
The following is a description of all Services and Modules offered by PNP. PNP shall provide the Services to Client and its Customers via the specific Modules and Payment Devices chosen by Client on the Client Onboarding form. Applicable fees, if any, for Client’s elections are set forth on the Client Onboarding form. The Services include support and training outlined below at no additional charge to Client.
SERVICE MODULES
● COUNTER MODULE. The Counter Module allows Customers to make payments to Client in a face-to-face environment or over the phone using a Payment Device. PNP will issue unique confirmation numbers to Customers who have completed a payment transaction using the Counter Module. The Counter Module also enables Client’s staff to access reports via the web. The Counter Module is required to access the PNP Services.
The Counter Module may be used in conjunction with or independently of point-of-sale (POS) devices. ● WEB MODULE. The Web Module allows Customers to make payments to Clients online using a Payment Device via a secure website hosted by PNP. Customers who elect to make payments via the Internet can follow a link from the Client website to the Client-branded, PNP-hosted web pages to submit a payment. PNP will issue unique confirmation numbers to Customers who have completed a payment transaction using the Web Module. PNP shall create the Client-branded, PNP-hosted web pages at no additional charge. Client may elect bill presentment and account validation functionality for the one-time set-up fee set forth on the Client Onboarding form under “Other Fees.”
● INTERACTIVE VOICE RESPONSE (IVR) MODULE. The IVR Module allows Customers to make payments to Clients over the phone using a Payment Device. The Customer calls a toll-free phone number provided and managed by PNP to access the Client branded IVR. The IVR system recognizes Customer instructions through making a payment; the phone keypad is used to enter Payment Device numbers. The IVR system is configured and tested by PNP.
PNP will issue unique confirmation numbers to Customers who have completed a payment transaction using the IVR Module. Election of the IVR Module includes a Client-branded IVR environment. In addition, Client may elect to have bill presentment and account validation functionality enabled through the IVR for the one-time set-up fee on the Client Onboarding form in section, “Other Fees.”
CUSTOMER PAYMENT METHODS
Each of the Service Modules can provide the Customer with the ability to pay by Credit Card, Debit Card and/or Electronic Check. Some of the hardware options for the Counter Module provide contactless and digital wallet (i.e., Apple Pay, Google Pay) capabilities.
TRAINING
PNP shall provide instruction manuals and up to four (4) hours of webinar training to Client and Client personnel in connection with the Modules chosen by Client.
SUPPORT
PNP shall provide services and technical support to Client via telephone during regular business hours. Support availability shall be exclusive of downtime due to scheduled maintenance or events out of PNP’s control. Support for the Products may be modified, suspended or terminated in PNP’s sole discretion upon prior written notice.
PNP E-Payment Services Agreement v5.1 rev 05.13.24 8
EXHIBIT B
CLIENT ONBOARDING