By its signature below, the undersigned Customer hereby appoints and authorizes Cantaloupe Systems, Inc. or its designee successor or assign (hereinafter “Cantaloupe”) to assume the status of “Merchant of Record” on the “MoR Transition Date” (as defined below) for all sale transactions consummated on Customer’s vending machines equipped with Cantaloupe’s Greenlite Cashless devices. In connection with such appointment as Merchant of Record for Customer’s cashless sales transactions, Customer acknowledges and agrees that Cantaloupe shall be entitled to notify Customer’s credit card processor (“Processor”) that Cantaloupe has been appointed and assumed the role of Merchant of Record and that Processor shall thereafter remit all collected funds directly to Cantaloupe on account of cashless sale transactions at Customer’s machine locations. The delivery of an executed copy of this Authorization to Assume Merchant of Record Status for Transactions (“Authorization”) shall constitute sufficient evidence of such appointment and Processor shall be entitled to rely solely on this document as proof that such appointment has been duly authorized and acknowledged by Customer without the necessity of further documentation or investigation.
In connection with the appointment of Cantaloupe as Merchant of Record, Customer hereby agrees and acknowledges that Cantaloupe shall be entitled to (i) collect all monthly Greenlite Service Fees, including all fees for cashless services provided by Cantaloupe, (ii) collect all processing fees calculated in accordance with Exhibit A attached hereto, and (iii) any other amounts due and payable to Cantaloupe pursuant to any agreement between Customer and Cantaloupe, directly from the amounts received from Processor and prior to remitting the balance of such amounts to Customer. This right to retain payment from funds received from Processor shall in no way limit or impair Cantaloupe’s right to collect any amounts due and payable to Cantaloupe directly from Customer.
The Customer acknowledges that it is in compliance with PCI-DSS 9.9 requirements and any other requirements that may apply to it. Compliance requirements include: protecting cashless card readers from tampering and substitution, maintaining an up-to-date list of cashless vending machines, periodically inspecting device surfaces to detect tampering, and appropriate training of your employees to detect tampering. Detailed requirements may be found at:
https://www.pcisecuritystandards.org. Furthermore, Customer agrees to provide rights to audit in order to determine compliance.
For purposes of this Authorization, the MoR Transition Date shall be the date 10 days’ after Cantaloupe provides written notice (including delivery of notice within the Greenlite platform) to Customer that Cantaloupe has elected, in its sole and absolute discretion, to assume the role of Merchant of Record with respect to Customer’s cashless transactions (the “Transition Notice”). Delivery of the Transition Notice shall constitute acknowledgement of assumption by Cantaloupe, as of the MoR Transition Date, of all responsibilities associated with acting as the Merchant of Record for Customer’s cashless transactions, including without limitation providing response to customer billing inquiries and handling potential chargebacks. Cantaloupe shall have the right to charge Customer for reimbursement of all chargebacks and related fees paid by Cantaloupe for the account of Customer, and Customer hereby authorizes Cantaloupe to withhold any such amounts due to Cantaloupe from payments received from Processor without the requirement of further authorization.
Customer further agrees that at any time after the MoR Transition Date, Cantaloupe may elect to terminate its role as Merchant of Record for Customer transactions by providing at least 30 days’ prior written notice of such election.
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