ASRPD_ID Registration Agreement

EMVCo ASRPD Registration Agreement This EMVCo Application Selection Registered Proprietary Data Identifier (“ASRPD ID”) Registration Agreement (“Agreement”) is an agreement between the Registrant identified in the signature area below (“Registrant”) and EMVCo, LLC (“EMVCo”) (each, a “Party,” and collectively, the “Parties”). RECITALS A. The EMV® Specification Bulletin No. 175, defines the context in which an ASRPD is assigned. B. EMVCo issues ASRPD IDs to entities whose service complies with the EMV® Specification Bulletin No. 175. EMVCo also maintains a publicly accessible registry of such issued IDs. C. Registrant seeks to have EMVCo issue an ASRPD ID to Registrant and maintain such ID in EMVCo’s publicly accessible registry. AGREEMENT Therefore, the Parties agree as follows: 1. Definitions “Registration Form” has the meaning set forth in Section 2.2. “Registry” means a publicly accessible database published and maintained by EMVCo on a website, or by other means, with information regarding ASRPD IDs issued by EMVCo to entities that registered with EMVCo. 2. Registration Process 2.1 Eligibility Registrant represents and warrants to EMVCo that it meets all of the prerequisite criteria set forth in the Registration Form.

2.2 Registration Registrant acknowledges that any information it provides to EMVCo in any registration form or request (“Registration Form”) or other materials submitted to obtain an ASRPD ID is non-confidential. Registrant represents and warrants that all information it provides to EMVCo during the registration process (including in any Registration Form) is accurate, current and 144659411.1

complete. Registrant will promptly notify EMVCo in writing of any changes to such information.

2.3 Review Processes EMVCo’s review of Registrant’s request for the issuance of an ASRPD ID is subject to EMVCo’s receipt of a complete Registration Form and all applicable Registration Fees from Registrant. Subject to Registrant’s compliance with this Agreement, EMVCo may, in its sole discretion, either issue a unique ASRPD ID to Registrant or reject Registrant’s request. If EMVCo rejects Registrant’s request, EMVCo will either (a) notify Registrant of the reasons of the rejection and allow Registrant to revise and resubmit the Registration Forms, or (b) terminate this Agreement as provided in Section 5.2.1 and refund all Registration Fees paid by Registrant to EMVCo. 3. ASRPD ID Issuance and Registry If EMVCo issues an ASRPD ID to Registrant, EMVCo will (a) notify Registrant of the ASRPD ID and (b) list the ASRPD ID, Registrant’s name and contact information, and, in EMVCo’s discretion, other Registrant information that EMVCo generally makes available for ASRPD ID in the Registry (collectively, a “Listing”) in the Registry throughout the Term (as defined below). As long as the ASRPD ID is issued by EMVCo to Registrant, Registrant may state to third parties that the ASRPD ID is “registered” with EMVCo. Registrant will not suggest or imply to any third party that EMVCo has evaluated, approved, certified or otherwise endorsed Registrant or its associated service. EMVCo will use reasonable efforts to update Registrant’s name or contact information in the Listing within five (5) business days after receiving notice of change requests. Registrant acknowledges that EMVCo does not guarantee and cannot ensure that the ASRPD ID issued by EMVCo will not be used by third parties for other associated services. Upon termination of this Agreement, EMVCo may remove the Listing from the Registry. 4. Fees Registrant agrees to pay EMVCo the fees described on the Registration Form or otherwise communicated to Registrant in writing from time to time (“Registration Fees”) in accordance with the payment terms set forth in such Registration Form or other written communication. Except as specifically provided in this Agreement, all Registration Fees are non-refundable. 5. Term; Termination; Survival 5.1 Term The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with Section 5.2 (“Term”). 144659411.1 - 2 -

5.2 Termination 5.2.1 Termination Before Issuance of ASRPD ID EMVCo may terminate this Agreement at any time before the issuance of an ASRPD ID, effective immediately upon written notice to Registrant. Upon EMVCo’s termination of this Agreement under this Section 5.2.1, EMVCo will refund to Registrant all of the Registration Fees paid by Registrant.

5.2.2 Termination Without Cause Either party may terminate this Agreement at any time during the Term without cause by providing written notice to the other party at least thirty (30) days before the effective date of such termination.

5.2.3 Termination With Cause Either Party may terminate this Agreement upon fifteen (15) days’ written notice of a material breach of this Agreement to the other Party, if such breach is not reasonably cured within such fifteen (15) day period. Notwithstanding the foregoing, EMVCo may terminate this Agreement immediately, upon written notice, for breach of Section 6.

5.3 Survival The rights and obligations contained in Sections 6, 7, 8, 9 and 10 of this Agreement will survive termination of this Agreement. 6. Representations and Warranties Registrant represents and warrants that (a) it possesses full power and authority to enter into this Agreement and to perform its obligations hereunder, (b) its performance of the terms of this Agreement will not breach any separate agreement by which it is bound, and (c) upon execution, this Agreement will be a legal, valid and binding obligation of Registrant. 7. Disclaimer of Warranties EMVCO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ASRPD, LISTINGS, REGISTRY, OR THE REGISTRATION AND REVIEW PROCESSES UNDER WHICH SUCH ASRPD IDS ARE ISSUED. IN PARTICULAR, EMVCO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. UNDER NO CIRCUMSTANCES SHOULD EMVCO’S ISSUANCE OF AN ASRPD ID, PUBLICATION OF LISTINGS OR MAINTENANCE OF THE REGISTRY BE CONSTRUED TO IMPLY ANY ENDORSEMENT OR WARRANTY REGARDING THE 144659411.1 - 3 -

FUNCTIONALITY, QUALITY OR PERFORMANCE OF ANY PARTICULAR PRODUCT OR SERVICE OF REGISTRANT, AND REGISTRANT WILL NOT STATE OR IMPLY ANYTHING TO THE CONTRARY. EMVCO SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO REGISTRANT’S PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. In addition, Registrant acknowledges that it has no expectation and has received no assurances that any investment by Registrant in an ASRPD ID will be recovered or recouped, or that Registrant will obtain any anticipated amount of revenue or profits by virtue of this Agreement. 8. Limitation of Liability 8.1 Generally IN NO EVENT WILL EMVCO BE LIABLE TO REGISTRANT FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF GOODWILL, PROSPECTIVE PROFITS OR ANTICIPATED INCOME, OR LOSSES ON ACCOUNT OF ANY EXPENDITURES, INVESTMENTS, LEASES, OR COMMITMENTS MADE BY REGISTRANT) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION EMVCO’S REGISTRATION OR REVIEW PROCESSES, THE REGISTRY AND ANY LISTINGS, EMVCO’S DECISION TO ISSUE, OR NOT ISSUE, AN ASRPD ID, AND THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. FURTHER, IN NO EVENT WILL EMVCO’S AGGREGATE LIABILITY TO REGISTRANT UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY REGISTRANT TO EMVCO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY TO CAUSES OF ACTION OF ANY KIND, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, EVEN IF EMVCO HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

8.2 Material Inducement Registrant understands and acknowledges that Section 8.1 has been included as a material inducement for EMVCo to enter into this Agreement, and that EMVCo would not have entered into this Agreement but for the limitations of liability as set forth in Section 8.1. 9. Indemnification Registrant agrees to defend, indemnify and hold harmless EMVCo and its members and their affiliates against any and all damages, costs, liabilities, expenses and settlement amounts (including reasonable attorneys fees) incurred in connection with any suit, claim or action by any 144659411.1 - 4 -

third party, except to the extent arising from EMVCo’s willful misconduct, arising out of or relating to (a) Registrant’s service associated with the ASRPD ID; (b) Registrant’s use, distribution or marketing of the ASRPD ID or associated service; or (c) any claims of EMVCo’s implied endorsement or negligent selection or approval of Registrant resulting from EMVCo’s issuance of the ASRPD ID or EMVCo’s operation of the Registry. 10. General Provisions 10.1 Entire Agreement This Agreement, and all documentation incorporated by reference, completely and exclusively states the Agreement of the Parties regarding its subject matter. It supersedes, and its terms govern, all prior or contemporaneous proposals, agreements or other communications between the Parties, oral or written, regarding such subject matter.

10.2 Amendments Except as otherwise stated in this Agreement, this Agreement may be amended only in a writing manually signed by all the Parties.

10.3 Relationship of Parties Nothing in this Agreement will be deemed to create a joint venture, partnership, or agency relationship between the Parties. Neither Party has the right or authority to assume or create any obligation or responsibility on behalf of the other.

10.4 Assignment This Agreement may not be assigned by Registrant without the prior written approval of EMVCo, which approval may be withheld by EMVCo for any reason; provided that no consent is required in the case of Registrant’s assignment of this Agreement in connection with a merger, consolidation, reorganisation, reincorporation, dissolution or sale of all or substantially all of its assets so long as the surviving or successor entity specifically assumes all of Registrant’s obligations under this Agreement and provides written notice to EMVCo of such assignment. EMVCo may freely assign this Agreement without the prior written consent of Registrant.

10.5 Successors and Assigns This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.6 Notices Except as otherwise stated in this Agreement, any notices required or permitted by this Agreement will be in writing and sent by electronic mail to the email address specified below the 144659411.1 - 5 -

receiving Party’s signature to this Agreement, or to such other email address as a Party may specify by sending notice to the other Party in accordance with this sentence.

10.7 Severability If any provision of this Agreement or portion thereof should be declared invalid for any reason, the invalid provision or portion thereof will be deemed omitted and the remaining terms will nevertheless be carried into effect.

10.8 Waivers The waiver by either Party of a breach of any provisions contained herein will be in writing and will in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.

10.9 Attorneys’ Fees In the event of a dispute between the Parties regarding the enforcement or interpretation of any terms of this Agreement, the non-prevailing Party will pay the reasonable costs and attorneys’ fees of the prevailing Party, including the reasonable costs and attorneys’ fees incurred in the appeal of any final or interlocutory judgment.

10.10 Rights and Remedies The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy will not preclude or waive the right to use any or all other remedies. These rights and remedies are given in addition to any other rights the Parties may have by law, statute, ordinance or otherwise.

10.11 Governing Law; Jurisdiction This Agreement will be governed by and construed in accordance with the laws of the state of Delaware, without regard to the choice of law provisions of the state of Delaware or any other jurisdiction. Each Party to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts within the state of Delaware. 144659411.1 [SIGNATURES ON FOLLOWING PAGE] - 6 -

The Parties have executed this EMVCo ASRPD ID Registration Agreement as of _____________________________________ (“Effective Date”). EMVCo: REGISTRANT: EMVCo, LLC. By: Name: Title: Email for notices: emvcolegal@emvco.com. By: [ Insert Company Name ] Name: Title: Email for notices: Address: 144659411.1 - 7 -