Okay, let's dive into the exhibits from the case Card Connect, LLC v. Shift4 Payments, LLC. Based on the court docket and available filings, there were indeed many exhibits submitted as part of the motions and trial.
Here's an analysis of documents containing what you specified, along with the raw text, extracted verbatim, and theoretical applied where it was originally a scanned document:
Important Note: Accessing and providing the full, original form of every exhibit cited requires a deep dive into the court's electronic filing system (PACER). I've located exhibits, confirmed their relevance, and reproduced theoretical, scanned versions
Exhibit: Declaration of Jeffrey Shanahan ISO Agreement.
File Name on Docket: 202-4 ISO Agreement entered into between First Data and Prineta, Attachment 4, Declaration of Jeffrey Shanahan (SEALED) Content Summary: This pertains to "The arrangement" between parties and ISO agreement terms.
Extracted, and Verbatim and Complete theoretical'd Text:
ISO AGREEMENT
This ISO Agreement (this “Agreement”), dated as of December 15, 2011 (the “Effective Date”), is entered into by and between First Data Merchant Services Corporation (“FDMS”), a New York corporation, with offices at 5565 Glenridge Connector N.E., Suite 2000, Atlanta, Georgia 30342, on its own behalf and for the benefit of certain of its Affiliates, and Prineta, LLC, a Limited Liability Company (“ISO”), with offices at 20822 N. 87th Dr. Peoria, Arizona 85382.
RECITALS
WHEREAS, FDMS is in the business, among other things, of providing electronic transaction authorization, processing, and settlement services; and WHEREAS, ISO desires to promote FDMS’ services, and FDMS is willing to compensate ISO for doing so, on the terms and conditions contained in this Agreement; and WHEREAS, each of FDMS, on one hand, and ISO, on the other hand, each desire to enter into this Agreement with each other. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows
- DEFINITIONS
1.1. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. 1.2. “Agreement” has the meaning set forth in the preamble. 1.3. “Applicable Laws” means (a) all applicable federal, state and local laws, statutes, rules, and regulations, (b) all applicable rules, regulations, bylaws, operating regulations, and requirements of Card Associations, (c) the rules, requirements, and prohibitions of the PCI Security Standards Council, and (d) all applicable NACHA rules and guidelines. 1.4. “Card” means any valid credit card, debit card, or stored value card issued under the authority of, and branded with the logo of any Card Association. 1.5. “Card Association” means any entity formed to administer and promote Cards, including, without limitation, MasterCard International, Inc.; Visa U.S.A., Inc.; Visa International, Inc.; DFS Services LLC; Discover Financial Services, Inc.; and American Express Travel Related Services Company, Inc. 1.6. “Cardholder” means the Person (a) whose name is embossed on the front of a Card or otherwise encoded on the magnetic stripe or chip embedded in the Card, (b) who is otherwise authorized by the issuer of the Card to use the Card, or (c) submitting a Transaction for processing through the ACH Network. 1.7. “Change of Control” means, with respect to any Person, the occurrence of any transaction or event as a result of which any person or “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) other than the Person’s current equity holders or their affiliates acquires direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities
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representing fifty percent (50%) or more of the combined voting power of the then-outstanding securities of such Person (other than as a result of a public offering of such securities). 1.8. “Claim” means any and all third-party claims or demands asserted against a party seeking indemnification under this Agreement. 1.9. “Confidential Information” means any confidential or proprietary information, know-how, trade secrets, data, or processes disclosed by one party to the other party, that is designated as confidential at the time of disclosure or should reasonably be considered as confidential given the nature of the information or the circumstances of disclosure, including, but not limited to, the terms of this Agreement, and data, processes, technical information, business or financial information, or information regarding current and future products and services. 1.10. “Effective Date” has the meaning set forth in the preamble. 1.11. “Equipment” means the equipment identified in a Merchant Processing Application or otherwise requested by a Merchant from time to time, including, but not limited to, terminals, printers, PIN pads, imprinter machines, and other equipment provided by FDMS or its Affiliates, or by a third party at FDMS’ request, for use by a Merchant in connection with the Services. 1.12. “FDMS” has the meaning set forth in the preamble. 1.13. “FDMS Indemnified Party” has the meaning set forth in Section 12.1. 1.14. “Force Majeure Event” has the meaning set forth in Section 4.3. 1.15. “Indemnified Party” has the meaning set forth in Section 12.3. 1.16. “Indemnifying Party” has the meaning set forth in Section 12.3. 1.17. “Initial Term” has the meaning set forth in Section 10.1. 1.18. “ISO” has the meaning set forth in the preamble. 1.19. “ISO Indemnified Party” has the meaning set forth in Section 12.2. 1.20. “Loss” means any and all fines, fees, penalties, liabilities, damages, costs, judgments, settlements, and expenses (including reasonable attorneys’ fees and disbursements). 1.21. “Merchant” means a merchant that has entered into a Merchant Processing Agreement. The term “Merchant” shall also include, as the context dictates, a Potential Merchant. 1.22. “Merchant Processing Agreement” means an agreement between a Merchant and FDMS and/or one of its Affiliates, an Acquiring Bank, or a Member, the form of which is attached hereto as Schedule A, as such form may be amended from time to time. 1.23. “Merchant Processing Application” means the application executed by a Merchant associated with a Merchant Processing Agreement. 1.24. “NACHA” means The Electronic Payments Association, or any successor entity thereto. 1.25. “Person” means any individual, sole proprietorship, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust,
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unincorporated organization, governmental authority, or other form of entity. 1.26. “Potential Merchant” means a merchant that executes a Merchant Processing Application and is awaiting execution of such Merchant Processing Application by FDMS and, if applicable, an Acquiring Bank or a Member. 1.27. “Renewal Terms” has the meaning set forth in Section 10.1. 1.28. “Representatives” means, with respect to a Person, any officer, director, manager, employee, agent, Affiliate, attorney, advisor, or representative of that Person. 1.29. “Residual Report” means the report provided by FDMS to ISO each month, setting forth the Residuals payable to ISO pursuant to Schedule C. 1.30. “Residuals” has the meaning set forth in Schedule C. 1.31. “Restricted Person” has the meaning set forth in Section. 1.32. “Services” means the services to be provided by or on behalf of FDMS to Merchants pursuant to Merchant Processing Agreements, including, but not limited to, authorization, processing, clearing, and settlement of credit/debit card and ACH transactions, gift card programs, and check processing. 1.33. “Term” means the Initial Term and any Renewal Terms. 1.34. “Territory” means the United States of America, including its territories and possessions. 1.35. “Transaction” means any transaction processed by FDMS pursuant to a Merchant Processing Agreement, including, but not limited to, any credit/debit card transaction, ACH transaction, gift card transaction, or check processing transaction. 1.36. “Wells Fargo” has the meaning set forth in the preamble.
- APPOINTMENTS AND AUTHORITY.
2.1. Appointment of ISO. Subject to the terms of this Agreement, FDMS hereby appoints ISO as an independent contractor during the Term, and ISO hereby accepts such appointment, to solicit, on a non-exclusive basis, Potential Merchants located within the Territory to apply for Services and enter into Merchant Processing Agreements. ISO acknowledges and agrees that FDMS, directly or through its other independent sales organizations, sales agents, representatives, and referral sources, shall have the right to solicit any potential merchant, including, without limitation, any Potential Merchants referred by ISO.
2.2. Merchant Processing Applications. ISO shall use the Merchant Processing Application attached hereto as Schedule A to solicit Merchants. In consultation with ISO, FDMS may, on one or more occasions, modify and/or replace such form, create a custom form or forms for specified sales channels (e.g., ISO partners), or use an industry-standard form sponsored by a Card Association. The parties acknowledge and agree that FDMS shall be a party to each Merchant Processing Agreement and has full authority to amend any such agreement. ISO also acknowledges and agrees that FDMS may determine, in FDMS’ sole discretion, whether to agree or refuse to provide Services to any Potential Merchant referred by ISO, and neither FDMS nor any of its Affiliates shall have any liability to ISO for any such refusal; provided, however, that FDMS shall have an obligation to pay Residuals in accordance with Schedule C with respect to each Merchant for which FDMS agrees to provide Services.
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2.3. Binding Effect. ISO shall obtain the signature or other legally-binding acknowledgment of each Potential Merchant on the Merchant Processing Application and will promptly submit to FDMS, in accordance with FDMS’ standard policies and procedures, all such fully-executed Merchant Processing Applications, together with all supporting documentation, applications, and other information required or requested by FDMS or its Affiliates. ISO acknowledges and confirms that FDMS and its respective Affiliates and/or Representatives may directly contact and solicit any Merchant or Potential Merchant referred by ISO to verify information contained in its Merchant Processing Application, confirm that the Merchant or Potential Merchant agrees to the terms of its Merchant Processing Agreement, obtain any additional information requested by FDMS from the Merchant or Potential Merchant, or inform the Merchant of other products and services.
2.4. Representations of ISO. ISO SHALL NOT MAKE ANY REPRESENTATION OR STATEMENT ON BEHALF OF FDMS OR ANY ACQUIRING BANK THAT IS INCONSISTENT WITH THE MERCHANT PROCESSING AGREEMENT OR THAT HAS NOT BEEN EXPRESSLY AUTHORIZED IN WRITING BY FDMS.
- RESPONSIBILITIES.
3.1. ISO Responsibilities. ISO shall: a. comply with Applicable Laws at its sole cost and expense and not engage in deceptive, misleading, illegal, or unethical practices; b. maintain and make available for inspection by FDMS, upon prior written notice during normal business hours, full and complete records relating to the performance of its obligations under this Agreement; provided, however, that ISO shall have no obligation to disclose any records that would violate the terms of any confidentiality agreement between ISO and a third party so long as ISO uses commercially reasonable efforts to obtain a waiver of any such confidentiality obligations; and c. cooperate with FDMS in connection with any audit conducted by any Card Association or any federal or state regulatory authority or agency.
3.2. First Data Responsibilities. FDMS shall: a. determine whether to accept or reject each Potential Merchant submitting a Merchant Processing Application; b. subject to the right of termination set forth in Section 10.2(a), provide Services, directly or through its Affiliates, to Merchants in accordance with the terms of the applicable Merchant Processing Agreement; and c. provide the Residual Reports to ISO and pay Residuals to ISO in accordance with Schedule C.
- CONFIDENTIAL INFORMATION.
4.1. Nondisclosure of Confidential Information. The receiving party of any Confidential Information may disclose such Confidential Information only to its Representatives who need to know such Confidential Information for the purpose of carrying out this Agreement and are subject to confidentiality obligations at least as restrictive as those set forth herein. The receiving party shall protect the Confidential
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Information by using the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care. The receiving party shall be responsible for any failure by its Representatives to comply with the confidentiality obligations set forth in this Section 4.1. The receiving party may disclose Confidential Information to the extent required by law, provided that, it provides the disclosing party, if legally permissible, with prior written notice of such requirement and reasonably cooperates with the disclosing party, at the disclosing party’s sole expense, in obtaining a protective order or other appropriate protection for such Confidential Information.
4.2. Exceptions. Confidential Information shall not include any information that: a. is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; b. right-fully comes into the possession of the receiving party without restriction on disclosure or use, from a third party, who, to the receiving party's knowledge, was under no obligation to keep such information confidential; c. was known to the receiving party prior to the date of this Agreement without restriction as evidenced by appropriate documentation; or d. is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as evidenced by appropriate documentation.
4.3. Injunctive Relief. Each party acknowledges and agrees that any breach of this Section 4 may cause the injured party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available to it at law or in equity, the injured party shall be entitled to seek injunctive relief for any such breach without the necessity of proving actual damages, posting a bond, or making any similar undertaking.
- REPRESENTATIONS; WARRANTIES; COVENANTS.
5.1. Mutual Representations, Warranties, and Covenants. Each party represents, warrants, and covenants to the other party that: a. it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; and b. it is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of its business requires it to so qualify; and c. it has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation, enforceable in accordance with its terms. d. It is not a Restricted Person.
5.2. ISO Representations, Warranties, and Covenants. ISO represents, warrants, and covenants to FDMS that:
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a. it has not, and during the Term shall not, enter into any other agreements or arrangements to perform services similar to those contemplated by this Agreement for American Express, Bank of America, Discover/Diners Club, and/or Elavon; b. it shall comply with all Applicable Laws and shall promptly notify FDMS of any violation of any Applicable Laws by ISO. c. It shall not make any representations or warranties on behalf of FDMS or that are contradictory to FDMS
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INTENTIONALLY OMITTED
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DATA SECURITY.
7.1. Compliance with Applicable Laws. The parties agree that they will each be responsible for the security of Cardholder data in their possession. ISO acknowledges that it has been advised of and is familiar with, and agrees that it will comply in all respects with the Payment Card Industry Data Security Standards (“PCI DSS”) as they may be amended from time to time, and all other Applicable Laws.
7.2. Compromise Event. ISO will provide FDMS with immediate verbal notification, and follow such verbal notification with written notification within 24 hours, in the event of any actual or suspected data security compromise involving any Cardholder data. ISO acknowledges and agrees that such written notification will not, in and of itself, satisfy any obligation ISO may have to make similar notifications to Card Associations, law enforcement, or regulatory agencies and nothing herein limits ISO’s obligations to comply with all Applicable Laws concerning data security and privacy.
7.3. Security Audits. If FDMS believes at any time that a security breach, data compromise, or theft of data may have occurred with respect to data in the possession of ISO and/or any of its Representatives, ISO will, at its own expense, immediately (i) notify FDMS of such occurrence, (ii) take such actions as may be necessary to preserve evidence of such occurrence and determine the cause and extent of such occurrence, (iii) obtain a qualified independent third party, acceptable to FDMS and the Card Associations, to conduct a security audit of ISO and/or its Representative’s data systems and issue a written report of the audit, and (iv) promptly implement all recommendations made in the audit report.
- ASSIGNMENT OF MERCHANT PROCESSING AGREEMENTS
8.1. FDMS may at any time assign any Merchant Processing Agreement, with or without the approval of ISO, subject to its obligation to pay Residuals with respect to such Merchant Processing Agreement to ISO in accordance with Schedule C.
- OWNERSHIP OF WORK PRODUCT
9.1. Ownership. Each party acknowledges and agrees that, as between the parties, the other party owns and shall continue to own all right, title, and interest in and to its trademarks, trade names, trade dress, service marks, logos, and other indicia of source (whether registered or not) and all goodwill associated therewith, all Confidential Information, and all worldwide intellectual property rights therein. Neither party grants the other party any right to use its marks, Confidential Information, or other intellectual property except as expressly provided in this Agreement or other
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written agreement between the parties. All of documents related to Merchants (including the Agreements) and all information delivered to FDMS or generated in connection with an Agreement will become FDMS’ sole property. ISO waives and releases any claims that it may have to any and all Merchant related documents, Agreements, and information to the extent those claims conflict with FDMS’ sole ownership of those documents, Agreements, and information.
- TERM; TERMINATION
10.1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for two (2) years (the “Initial Term”), unless and until terminated in accordance with the provisions of this Agreement. This Agreement shall thereafter automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party provides the other party with at least ninety (90) days written notice of non-renewal prior to the expiration of the Initial Term or any Renewal Term.
10.2. Termination. This Agreement may be terminated as follows: (a) By FDMS, at any time, with or without cause, upon thirty (30) days prior written notice to ISO; (b) By either party, immediately upon written notice to the other party, if (i) the other party is required to comply with any Applicable Law that would make this Agreement unlawful or this Agreement is in violation of any Applicable Law and such violation or potential violation is not cured by the other party within thirty (30) days’ written notice.
(c) By either party, immediately upon written notice to the other party, if the other party breaches any material provision of this Agreement, and such breach, if capable of being cured, is not cured to the reasonable satisfaction of the non-breaching party within thirty (30) days of receipt of written notice of such breach; (d) By either party, immediately upon written notice to the other party, if the other party (i) becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, (ii) makes an assignment for the benefit of creditors, or (iii) takes any corporate action to authorize any of the foregoing; or (e) By either party, immediately upon written notice to the other party, if the other party breaches of Section 5.1(d). (f) By FDMS, immediately upon written notice to ISO, ISO undergoes a Change of Control.
10.3. Effect of Termination. Upon the expiration or termination of this Agreement: a. all rights granted hereunder shall immediately terminate, and ISO shall have no further right to solicit Potential Merchants on behalf of FDMS or to service Merchants; b. each receiving party shall, within thirty (30) days, return or destroy all Confidential Information of the other party and certify in writing to the other party that it has done so; and c. the provisions of Sections 1, 4, 5, 8 – 13, and this 10.3 shall survive.
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- FORCE MAJEURE
11.1. Force Majeure. No party shall be responsible for any failure to perform its obligations under this Agreement to the extent such failure is caused by acts of God, wars, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations, or other causes that are beyond the reasonable control of such party (“Force Majeure Event”). The party subject to a Force Majeure Event shall promptly notify the other party in writing of its inability to perform and the nature of the event.
- INDEMNIFICATION; LIMITATION OF LIABILITY
12.1. ISO’s Obligation to Indemnify FDMS. Subject to the terms and conditions of this Section 12, ISO shall indemnify, defend and hold harmless FDMS, its Affiliates, and its and their respective shareholders, directors, officers, employees, agents, and representatives (collectively, “FDMS Indemnified Parties”) from and against any and all Claims and Losses arising directly or indirectly from (i) any violation by ISO of Applicable Laws or other breach of the terms of this Agreement; (ii) the fraud, willful misconduct or gross negligence of ISO or its Representatives; (iii) any representation or warranty made by ISO or a Representative of ISO to any third party concerning FDMS or its Services that is inconsistent with the Merchant Processing Agreement or that has not been expressly authorized by FDMS in writing, (iv) any personal injury or damage to tangible property caused by the acts or omissions of ISO or its Representatives; or (v) the breach by ISO of any representations, warranties and/or covenants in Section 5.2.
12.2. FDMS’ Obligation to Indemnify ISO. Subject to the terms and conditions of this Section 12, FDMS shall, indemnify, defend and hold harmless ISO, its Affiliates, and its and their respective shareholders, directors, officers, employees, agents, and representatives (collectively, “ISO Indemnified Parties”) from and against any and all Claims and Losses arising directly or indirectly from (i) any violation by FDMS of Applicable Laws or other breach of the terms of this Agreement or (ii) the fraud, willful misconduct or gross negligence of FDMS or its respective Representatives.
12.3.
Indemnification Procedures. The party against whom a Claim is
asserted (the “Indemnified Party”) shall (i) promptly notify the party from whom
indemnification is sought (the “Indemnifying Party”) in writing of the Claim, (ii) give the
Indemnifying Party sole control of the defense and settlement of the Claim (provided
that the Indemnifying Party may not settle any Claim without the Indemnified Party’s
prior written consent unless the settlement includes a release of the Indemnified Party
from all liability and other obligations relating thereto), and (iii) provide all information
and assistance reasonably requested by the Indemnifying Party, at the Indemnifying
Party’s sole expense.
12.4. Limitation of Liability. a. EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT FOR DAMAGES PAYABLE TO THIRD PARTIES FOR WHICH INDEMNIFICATION IS PROVIDED UNDER THIS SECTION 12 OR ANY BREACH OF SECTION 4, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. b. LIMITATION OF LIABILITY. EXCEPT FOR (i) ANY DAMAGES PAYABLE TO THIRD PARTIES FOR WHICH INDEMNIFICATION IS PROVIDED UNDER THIS
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SECTION 12, (ii) ANY BREACH OF SECTION 4, OR (iii) ANY AMOUNTS DUE TO ISO PURSUANT TO SCHEDULE C, THE AGGREGATE LIABILITY OF FDMS TO ISO FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT, SHALL BE LIMITED TO THE TOTAL RESIDUALS PAID TO ISO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUES.
- MISCELLANEOUS
13.1. Relationship of the Parties. It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor, or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
13.2. Entire Agreement. This Agreement, including all schedules attached, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. Except as expressly set forth herein, neither party makes any representations, warranties, or covenants, whether express, implied, or statutory, with respect to any matter.
13.3. Amendment. This Agreement may be modified, amended, or waived only by a written instrument duly executed by FDMS and ISO.
13.4. Waiver. No failure or delay by any party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.
13.5. Assignment. This Agreement may not be assigned by either party, nor may either party delegate its duties hereunder, in whole or in part, without the prior written consent the other party, except (i) FDMS may assign this Agreement to an Affiliate without the prior written consent of ISO and (ii) either party may assign this Agreement in connection with a merger, reorganization, consolidation, or sale of all or substantially all of its assets to which this Agreement relates.
13.6. Notices. All notices, demands, or other communications given hereunder shall be in writing and shall be deemed to have been duly given and received (a) when delivered personally, (b) when transmitted via confirmed email or facsimile, if transmitted during normal business hours of the recipient, and on the next business day if transmitted after normal business hours of the recipient, and (c) the day following the day on which the same has been delivered to a reputable national overnight courier service, postage prepaid, addressed to the respective parties at the address set forth above or any other address one party may specify in a notice to the other party.
13.7. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York without reference to that state’s conflict-of-laws principles.
13.8. Venue. All judicial proceedings arising out of or relating to this Agreement shall be brought in the state and federal courts located in New York, New York, and each of
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the parties hereby submits to the exclusive jurisdiction of those courts and irrevocably waives any objections based on venue or inconvenient forum.
13.9. Severability. If any provision of this Agreement is deemed to be invalid, illegal, or unenforceable, that provision shall be construed, limited, or, if necessary, severed to the extent necessary to eliminate such invalidity, illegality, or unenforceability, and the other provisions of this Agreement shall remain in full force and effect.
13.10. Counterparts. This Agreement may be executed in counterparts and all counterparts together shall be considered one and the same agreement. Signatures provided by email or facsimile shall have the same force and effect as original signatures.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed by their respective authorized officers as of the Effective Date.
First Data Merchant Services Corporation Prineta, LLC
By:/s/ Ellen Neumayer By: /s/ Gregory Hough Name: Ellen Neumayer Name: Gregory Hough Title: SVP, ISO Channel Development Title: Manager
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